DEF 14A of Linde PLC
Filed Apr 29, 2024 · FY20230001193125-24-121902
Sustainability Committee
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($)(2) | Total ($) | | Stephen F. Angel | 300,000 | 476,110 | — | — | — | $15,000 | $791,110 | | Prof. DDr. Ann-Kristin Achleitner | 180,000 | 206,442 | — | — | — | | $386,442 | | Dr. Thomas Enders | 180,000 | 206,442 | — | — | — | | $386,442 | | Edward G. Galante (3) | 31,809 | — | | | | | $31,809 | | Hugh Grant (4) | 121,719 | 206,442 | — | — | — | $15,000 | $343,161 | | Joe Kaeser | 180,000 | 206,442 | — | — | — | | $386,442 | | Dr. Victoria E. Ossadnik | 130,000 | 206,442 | — | — | — | | $336,442 | | Prof. Dr. Martin H. Richenhagen (5) | 230,000 | 206,442 | — | — | — | | $436,442 | | Alberto Weisser | 130,000 | 206,442 | — | — | — | | $336,442 | | Robert L. Wood | 165,000 | 206,442 | — | — | — | | $371,442 |
Sustainability Committee
Biography Dr. Thomas Enders served on the Executive Committee and the Board of Directors of EADS NV and its successor Airbus SE in various functions from 2000 to 2019. Between 2005 and 2019 he served as Chief Executive Officer of EADS/Airbus. He joined the aerospace industry in 1991. Before that he worked in the German Bundestag, the German Ministry of Defense and in various foreign policy think tanks. Dr. Enders has been a director of GE Aerospace, formerly named “General Electric Company,” since December 1, 2023. In September 2021, Dr. Enders became the Chairman of the Board of Directors of Lilium N.V. and was previously a member of the Advisory Board of Lilium GmbH in Weßling, Germany from January 2021 to September 2021. Dr. Enders also serves on the Supervisory Board of Lufthansa Group since May 2020, where he is a member of the Presidium and the Nomination Committee. Dr. Enders was a member of the Supervisory Board of Linde AG from 2017 until 2019, where he was a member of the Standing Committee. He was a member of the Supervisory Board of Knorr-Bremse AG from June 2020 to May 2022. Since March 2022, Dr. Enders has been a member of the Board of Directors of Helsing, a European AI company. He is also President (non-executive) of the German Council on Foreign Relations (DGAP) in Berlin. As the former Chief Executive Officer and member of the Executive Committee of Airbus SE, one of the largest aerospace companies in the world and a large international manufacturer, Dr. Enders contributes the senior executive experience and skills described above. In particular, his background includes extensive international, operational and manufacturing experience. As Airbus SE operates in many of the foreign markets in which the Company operates, Dr. Enders also brings his understanding of these large markets where the Company has a significant presence.
The Human Capital Committee
| ● | Annual performance-based variable compensation earned by meeting or exceeding pre-established financial goals. |
The Human Capital Committee
| ● | Annual grants of PSUs that vest based upon performance results over three years. |
The Human Capital Committee
| ● | Annual grants of stock options, the value of which is directly linked to the growth in the Company’s stock price. |
The Human Capital Committee
| ● | Annual grants of restricted stock units (RSUs) with three-year cliff vesting and value based on the Company’s stock price. |
The Human Capital Committee
| ● | Annual payout of variable compensation is impacted by performance in these strategic and non-financial objectives. |
The Human Capital Committee
| ● | A competitive compensation and benefits program regularly benchmarked against peer companies of similar size in market capitalization, revenue, and other financial metrics and business attributes. |
The Human Capital Committee
| ● | Comparator groups should reflect talent markets, customer segments, and investment markets, and will be adjusted to meet changes in these elements. |
The Human Capital Committee
| ● | Target total direct compensation will include a fixed base pay component plus variable short- and long-term incentives. |
The Human Capital Committee
| ● | Total target direct compensation will be focused at the median (50th percentile) of the competitive market. |
The Human Capital Committee
| ● | Challenging but achievable performance goals to be established with performance levels defined as “maximum” representing truly exceptional, outstanding performance, and a carefully and objectively established threshold level of performance, below which no incentives will be earned. |
The Human Capital Committee
| ● | Long-term incentives should mainly be in the form of equity, which focuses executives on total Company performance in the eyes of shareholders and rewards executives when shareholders are rewarded. |
The Human Capital Committee
| • | Review of the peer group analysis and compensation benchmarking studies prepared by management and review of other independent compensation data. |
The Human Capital Committee
| | Compensation Peer Group | | | 3M | Gilead Sciences | Merck & Co. | | Abbvie | Halliburton Company | Mondelez Intl | | Abbott | Honeywell Intl | PPG Industries | | Caterpillar | InBev | Raytheon Technologies | | Coca-Cola | Johnson Controls | Roche | | Cummins | Kraft Heinz | SAP | | Danaher | Lyondell Basell | Sherwin-Williams | | Deere | Medtronic | Thermo Fisher | | Eaton | Micron Technology | |
The Human Capital Committee
| Financial Measure | Threshold ($ millions) | Target ($ millions) | Maximum ($ millions) | Actual ($ millions) | Weight | Achievement | Payout | | Sales* | 30,022 | 33,365 | 36,674 | 33,270 | 20% | 97% | 19% | | Net Income* | 5,759 | 6,279 | 7,015 | 6,856 | 55% | 178% | 98% | | Operating Cash Flow | 7,994 | 9,084 | 9,992 | 9,305 | 25% | 124% | 31% |
The Human Capital Committee
| Measure | Threshold Goal | Target Goal | Maximum Goal | Actual | Achievement | Payout | | GHG Emissions (MM MT) | 43.3 | 39.0 | 35.1 | 38.25 | 118.97% | 5.9% |
The Human Capital Committee
| ● | Vest if pre-established multi-year performance goals are attained and forfeited if threshold goals are not met. |
The Human Capital Committee
| NEO | 2022 LTI Grant | 2023 LTI Grant | | Lamba | $9,750,000 | $11,000,000 | | White | $4,000,000 | $4,500,000 | | Panikar | $2,200,000 | $2,430,000 | | Durbin | $2,200,000 | $2,500,000 | | Bichara | $2,357,000 | $2,630,000 |
The Human Capital Committee
| 2023-2025 | Average Annual ROC | Payout* | | Below Threshold | <23.0% | 0% | | Threshold | 23.0% | 50% | | Target | 24.4% | 100% | | Maximum | ≥25.3% | 200% |
The Human Capital Committee
| 2023-2025 | TSR Rank | | Payout* | | Below Threshold | <25 | %ile | 0% | | Threshold | 25 | %ile | 25% | | Target | 50 | %ile | 100% | | Maximum | ≥75 | %ile | 200% |
The Human Capital Committee
| 2024 EQUITY AWARD DESIGN: The HC Committee has determined to maintain the same design of the Company’s equity award program in 2024. |
The Human Capital Committee
| PSU Measure | Threshold Goal | Target Goal | Maximum Goal | 2021-23 Actual | Payout | | ROC | 13.5% | 15.0% | 17.0% | 22.0% | 200% | | Relative TSR | 25th %ile | 50th %ile | 75th %ile | 86th %ile | 200% |
Executive Compensation Tables
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Sanjiv Lamba, | 2023 | 1,375,000 | 9,409,791 | 3,880,751 | 3,480,263 | 868,883 | 185,567 | 19,200,255 | | Chief Executive Officer (6) | 2022 | 1,242,500 | 5,989,067 | 2,475,244 | 2,634,317 | 105,000 | 2,155,194 | 14,601,322 | | | 2021 | 949,440 | 3,308,931 | 1,549,611 | 2,120,930 | 2,292,626 | 2,616,140 | 12,837,678 | | Matthew J. White, | 2023 | 870,000 | 3,849,416 | 1,587,789 | 1,791,006 | 156,000 | 38,500 | 8,292,712 | | Executive Vice President & | 2022 | 830,000 | 2,458,287 | 1,015,652 | 1,596,289 | 58,000 | 37,250 | 5,995,478 | | Chief Financial Officer | 2021 | 788,750 | 2,770,247 | 1,297,296 | 1,926,128 | 99,000 | 35,375 | 6,916,796 | | John M. Panikar | 2023 | 693,750 | 2,078,953 | 857,507 | 879,769 | 1,680,000 | 400,822 | 6,590,801 | | Executive Vice President, APAC (7) | 2022 | 668,750 | 1,352,058 | 558,643 | 803,486 | — | 1,657,422 | 5,040,358 | | | 2021 | 650,000 | 1,538,022 | 720,846 | 1,076,933 | 3,376,000 | 2,070,647 | 9,432,448 | | Sean F. Durbin | 2023 | 693,750 | 2,140,162 | 882,198 | 1,167,416 | 101,000 | 2,400,307 | 7,384,833 | | Executive Vice President, EMEA (7) | 2022 | 668,750 | 1,352,058 | 558,643 | 1,111,864 | 45,000 | 1,417,213 | 5,153,528 | | | 2021 | 616,667 | 1,538,022 | 720,846 | 1,115,165 | 51,000 | 827,456 | 4,869,156 | | Guillermo Bichara | 2023 | 758,750 | 2,253,317 | 927,815 | 1,271,585 | 115,000 | 67,028 | 5,393,494 | | Executive Vice President & | 2022 | 731,250 | 1,450,691 | 598,530 | 1,113,376 | 42,000 | 50,623 | 3,986,469 | | Chief Legal Officer (7) | | | | | | | | |
Executive Compensation Tables
| pension benefits under “Additional Information Regarding 2023 Pension Benefits Table” below for further information. No amounts accumulated under the Company’s Compensation Deferral Program earn above market or “preferential” interest or other earnings; therefore, no earnings are included in this column. |
Executive Compensation Tables
| (5) This column includes any perquisites or personal benefits that exceeded $10,000 for any NEO during 2023, valued at incremental costs. NEOs were not reimbursed for any taxes due based on the imputed value of Company-provided perquisites or personal benefits not generally available to all employees. Such perquisites or personal benefits were
Executive Compensation Tables
| | Name | Matching Contribution | Charitable Giving | Personal Use of Company Aircraft | International Assignment Benefits | Financial Planning | U.S. Health Savings Account Contributions | Other | | Sanjiv Lamba | 68,750 | 52,359 | 38,562 | 0 | 14,340 | 1,800 | 9,756 | | Matthew J. White | 37,500 | 0 | 0 | 0 | 0 | 1,000 | 0 | | John M. Panikar | 23,758 | 0 | 0 | 377,064 | 0 | 0 | 0 | | Sean F. Durbin | 34,396 | 250 | 0 | 2,364,411 | 0 | 1,250 | 0 | | Guillermo Bichara | 37,688 | 15,000 | 0 | 0 | 14,340 | 0 |
Executive Compensation Tables
| | Matching Contribution includes Company contributions to the Company’s U.S. 401(k) Plan and Compensation Deferral Program described under the “2023 Nonqualified Deferred Compensation” table below
Executive Compensation Tables
| | Charitable Giving includes payments made by the Company to qualified charitable organizations under the Company’s U.S. Matching Gift Program. In general, the program, which is available to all U.S. employees, provides a matching contribution on gifts made by an employee to one or more tax exempt 501(c)(3) charitable organizations located in the United States, subject to certain annual limits
Executive Compensation Tables
| | For reasons of security and time management, the Board requires the CEO to use the Company’s corporate aircraft for personal use as well as business travel. The aircraft is available for the Company’s use through a time-share arrangement with a fixed time-share charge for the right to use the aircraft and a per-trip charge. The Company calculates the incremental aircraft costs for the CEO’s personal use as the full amount of those per-trip charges attributable to his personal use. The fixed time-share charge is not included as an incremental cost, as the Company must pay this amount even if the CEO does not use the aircraft for personal travel
Executive Compensation Tables
| | International Assignment Benefits include the expenses paid pursuant to the Company’s standard global mobility program in connection with Mr. Panikar’s assignment to Singapore as Executive Vice President, APAC, and Mr. Durbin’s assignment to Germany as Executive Vice President, EMEA. These costs were primarily associated with housing and tax equalization expenses
Executive Compensation Tables
| | Other perquisites include a tax equalization payment made to Mr. Lamba for trailing liabilities related to his international assignment to the U.S. in 2021
Executive Compensation Tables
| | (6) Mr. Lamba was appointed CEO effective March 2022 and served as COO prior to that tim
Executive Compensation Tables
| | (7) Because Mr. Bichara was not an NEO in 2020 or 2021, only 2022 and 2023 compensation is provided for h
Executive Compensation Tables
. | 2023 Grants of Plan-Based Awards Below is information regarding the 2023 Non-Equity Incentive Plan Compensation, Stock Awards and the Option Awards reported in the Summary Compensation Table above. The 2023 option grants, performance share unit (PSU) and restricted stock unit (RSU) awards reported in the table below were made under the 2021 Linde plc Long Term Incentive Plan. The awards granted to NEOs were made on substantially the same terms as the 2023 grants that were made to all other eligible emplo
Executive Compensation Tables
es. | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date (1) | HC Committee Approval Date (1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Sanjiv Lamba | | | | | | | | | | | | | | Variable Cash (2) | | | 0 | 2,268,750 | 4,537,500 | | | | | | | | | Stock Options (3) | 3/7/2023 | 2/28/2023 | | | | | | | | 46,365 | 354.14 | 3,880,751 | | RSUs (4) | 3/7/2023 | 2/28/2023 | | | | | | | 7,015 | | | 2,390,572 | | ROC PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 10,525 | 21,050 | | | | 3,586,710 | | TSR PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 7,015 | 14,030 | | | | 3,432,510 | | Matthew J. White | | | | | | | | | | | | | | Variable Cash (2) | | | 0 | 957,000 | 2,392,500 | | | | | | | | | Stock Options (3) | 3/7/2023 | 2/28/2023 | | | | | | | | 18,970 | 354.14 | 1,587,789 | | RSUs (4) | 3/7/2023 | 2/28/2023 | | | | | | | 2,870 | | | 978,039 | | ROC PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 4,305 | 8,610 | | | | 1,467,058 | | TSR PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 2,870 | 5,740 | | | | 1,404,320 | | John M. Panikar | | | | | | | | | | | | | | Variable Cash (2) | | | 0 | 659,063 | 1,647,656 | | | | | | | | | Stock Options (3) | 3/7/2023 | 2/28/2023 | | | | | | | | 10,245 | 354.14 | 857,507 | | RSUs (4) | 3/7/2023 | 2/28/2023 | | | | | | | 1,550 | | | 528,209 | | ROC PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 2,325 | 4,650 | | | | 792,314 | | TSR PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 1,550 | 3,100 | | | | 758,431 | | Sean F. Durbin | | | | | | | | | | | | | | Variable Cash (2) | | | 0 | 659,063 | 1,647,656 | | | | | | | | | Stock Options (3) | 3/7/2023 | 2/28/2023 | | | | | | | | 10,540 | 354.14 | 882,198 | | RSUs (4) | 3/7/2023 | 2/28/2023 | | | | | | | 1,595 | | | 543,544 | | ROC PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 2,395 | 4,790 | | | | 816,168 | | TSR PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 1,595 | 3,190 | | | | 780,449 | | Guillermo Bichara | | | | | | | | | | | | | | Variable Cash (2) | | | 0 | 720,813 | 1,802,033 | | | | | | | | | Stock Options (3) | 3/7/2023 | 2/28/2023 | | | | | | | | 11,085 | 354.14 | 927,815 | | RSUs (4) | 3/7/2023 | 2/28/2023 | | | | | | | 1,680 | | | 572,510 | | ROC PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 2,520 | 5,040 | | | | 858,766 | | TSR PSUs (5) | 3/7/2023 | 2/28/2023 | | | | 0 | 1,680 | 3,360 | | | | 822,
Executive Compensation Tables
1 | | (1) On February 28, 2023, the HC Committee approved the stock options, PSUs and RSUs to be granted to NEOs. It set March 7, 2023 as the actual grant date for all award types. For a more detailed description of equity grant practices, see the CD&A under the caption “2023 Equity Award Gran
Executive Compensation Tables
.” | | (2) The actual amount of performance-based variable compensation paid for 2023 performance is shown in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.” The amounts shown in these columns in the table above are the range of potential 2023 payments that could have been made. For more information, see the descriptions in the CD&A under the caption “Annual Performance-Based Variable Compensat
Executive Compensation Tables
n.” | | (3) These are the number of shares underlying stock option grants made in March 2023. See the explanation set forth in the CD&A under the caption “2023 Equity Award Grants” for more inform
Executive Compensation Tables
ion. | | (4) This is the number of RSUs granted in March 2023. See the explanation set forth in the CD&A under the caption “2023 Equity Award Grants” for more infor
Executive Compensation Tables
tion. | | (5) These are the threshold, target and maximum number of shares that may be earned under PSU awards made in March 2023. See the explanation set forth in the CD&A under the caption “2023 Equity Award Grants” for more info
Executive Compensation Tables
ation. | | (6) The amounts shown are the full grant date fair values of the RSU, PSU, and the stock option awards made in 2023, calculated in accordance with accounting standards related to share-based compensation. The values for the PSU awards are based on the target number of units granted. These amounts are neither paid to any NEO nor equal to the amounts recognized by the Company as compensation expense
Executive Compensation Tables
n 2023. | 2023 Outstanding Equity Awards at Fiscal Year-End The table below shows outstanding equity awards at the end of 2023. The material terms of the awards are described under the caption “2023 Equity Award Grants” in the CD&A and in the footnotes to the table below. Treatment of equity awards upon termination of employment is described in the “Severance and Other Change-in-Control Benefits” section under the caption “Equi
Executive Compensation Tables
Awards.” | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($)(2) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Sanjiv Lamba | 40,470 | 0 | 176.63 | 3/20/2019 | 3/20/2029 | 17,245 | 7,082,694 | 51,445 | 21,128,976 | | | 37,565 | 0 | 173.13 | 3/9/2020 | 3/8/2030 | | | | | | | 27,330 | 13,665 | 253.68 | 3/8/2021 | 3/7/2031 | | | | | | | 18,306 | 36,614 | 270.99 | 3/7/2022 | 3/5/2032 | | | | | | | 0 | 46,365 | 354.14 | 3/7/2023 | 3/7/2033 | | | | | | Matthew J. White | 40,865 | 0 | 128.38 | 2/24/2015 | 2/24/2025 | 8,730 | 3,585,498 | 28,805 | 11,830,502 | | | 85,205 | 0 | 102.22 | 2/23/2016 | 2/23/2026 | | | | | | | 72,795 | 0 | 118.71 | 2/28/2017 | 2/26/2027 | | | | | | | 64,665 | 0 | 154.00 | 2/27/2018 | 2/25/2028 | | | | | | | 47,020 | 0 | 176.63 | 3/20/2019 | 3/20/2029 | | | | | | | 43,695 | 0 | 173.13 | 3/9/2020 | 3/8/2030 | | | | | | | 22,880 | 11,440 | 253.68 | 3/8/2021 | 3/7/2031 | | | | | | | 7,511 | 15,024 | 270.99 | 3/7/2022 | 3/5/2032 | | | | | | | 0 | 18,970 | 354.14 | 3/7/2023 | 3/7/2033 | | | | | | John M. Panikar | 3,899 | 0 | 176.63 | 3/20/2019 | 3/20/2029 | 4,790 | 1,967,301 | 15,850 | 6,509,754 | | | 10,175 | 0 | 173.13 | 3/9/2020 | 3/8/2030 | | | | | | | 12,713 | 6,357 | 253.68 | 3/8/2021 | 3/7/2031 | | | | | | | 4,131 | 8,264 | 270.99 | 3/7/2022 | 3/5/2032 | | | | | | | 0 | 10,245 | 354.14 | 3/7/2023 | 3/7/2033 | | | | | | Sean F. Durbin | 12,170 | 0 | 154.00 | 2/27/2018 | 2/25/2028 | 4,835 | 1,985,783 | 15,965 | 6,556,985 | | | 7,795 | 0 | 176.63 | 3/20/2019 | 3/20/2029 | | | | | | | 7,045 | 0 | 173.13 | 3/9/2020 | 3/8/2030 | | | | | | | 12,713 | 6,357 | 253.68 | 3/8/2021 | 3/7/2031 | | | | | | | 4,131 | 8,264 | 270.99 | 3/7/2022 | 3/5/2032 | | | | | | | 0 | 10,540 | 354.14 | 3/7/2023 | 3/7/2033 | | | | | | Guillermo Bichara | 26,980 | 0 | 176.63 | 3/20/2019 | 3/20/2029 | 5,210 | 2,139,799 | 17,285 | 7,099,122 | | | 26,155 | 0 | 173.13 | 3/9/2020 | 3/8/2030 | | | | | | | 13,983 | 6,992 | 253.68 | 3/8/2021 | 3/7/2031 | | | | | | | 4,426 | 8,854 | 270.99 | 3/7/2022 | 3/5/2032 | | | | | | | 0 | 11,085 | 354.14 | 3/7/2023 | 3/7/2033 |
Executive Compensation Tables
| | | | (1) All listed stock option awards vest in three consecutive equal annual installments beginning on the first anniversary of their respective g
Executive Compensation Tables
nt date. | | (2) The exercise price for all listed stock options is equal to the closing price on the New York Stock Exchange (NYSE) on the date of grant. In late 2023, the Company’s common stock began trading on the Nasdaq Stock Market (Nasdaq) and future stock option awards will have an exercise price that is equal to the closing price on the Nasdaq on their respective
Executive Compensation Tables
ant date. | | (3) This column includes the number of shares underlying the RSU awards granted to the NEOs in March 2021, 2022 and 2023. Additional information is discussed in the CD&A under the caption “2023 Equity Aw
Executive Compensation Tables
d Grants.” | | (4) The market value reported in this column is the number of unvested restricted stock units multiplied by the $410.71 December 29, 2023 closing price of the Company’s common stock as reported o
Executive Compensation Tables
the Nasdaq. | | (5) Where applicable under U.S. tax law, the Company collects from NEOs and pays Federal Insurance Contributions Act (FICA) ta
Executive Compensation Tables
s on awards. | | (6) This column includes the actual number of shares paid in settlement of the PSUs granted in March 2021, plus the target number of PSUs granted in March 2022 and 2023. The PSUs granted in 2021 vested at 200% of their respective targets and were paid out in March 2024. See “2021-23 Performance Share Unit Payouts” in the CD&A section of this Proxy Statement for mo
Executive Compensation Tables
information. | 2023 Option Exercises and Stock Vested This table provides information about any stock options that were exercised and PSUs and RSUs that ve
Executive Compensation Tables
ed during 2023. | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Sanjiv Lamba | 0 | 0 | 17,360 | 6,005,171 | | Matthew J. White | 0 | 0 | 20,190 | 6,984,125 | | John M. Panikar | 0 | 0 | 4,710 | 1,629,283 | | Sean F. Durbin | 9,945 | 2,370,604 | 3,260 | 1,127,699 | | Guillermo Bichara | 78,900 | 19,101,324 | 12,
Executive Compensation Tables
0 | 4,182,173 | | (1) The option exercise value realized for 2023 equals (i) the Nasdaq market price of the Company’s common stock at the time of the option exercise minus the option exercise price, multiplied by (ii) the number of option shares exercised. All amounts reported a
Executive Compensation Tables
before taxes. | | (2) These values represent shares acquired pursuant to the vesting and payout in March 2023 of Company PSU and RSU awards that were granted in March 2020. At the achieved performance levels, the PSUs granted in 2020 vested and were settled at 200% of their respective targets. The value of the shares is before taxes and equals the number of shares paid out multiplied by the Nasdaq closing price of the Company’s common stock on the applica
Executive Compensation Tables
e vesting date. | 2023 Pension Benefits The table below shows certain retirement benefit information under the Company’s Pension Progr
Executive Compensation Tables
s and agreements. | | Plan Name(1) | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Sanjiv Lamba | Linde Pension Obligation | 13 | 5,228,362 | 0 | | | Linde U.S. Pension Plan | 2 | 25,000 | 0 | | | Supplemental Retirement Income Plan | 2 | 240,000 | 0 | | Matthew J. White | Linde U.S. Pension Plan | 19 | 227,000 | 0 | | | Supplemental Retirement Income Plan | 19 | 632,000 | 0 | | John M. Panikar | Linde U.S. Pension Plan | 32 | 2,099,000 | 0 | | | Supplemental Retirement Income Plan | 32 | 6,925,000 | 0 | | Sean F. Durbin | Linde U.S. Pension Plan | 32 | 258,000 | 0 | | | Supplemental Retirement Income Plan | 32 | 237,000 | 0 | | Guillermo Bichara (3) | Linde U.S. Pension Plan | 17 | 138,000 | 0 | | | Supplemental Retirement Income Plan |
Executive Compensation Tables
7 | 416,000 | 0 | | (1) Mr. Panikar participates in the Linde U.S. Pension Program’s Traditional Design component and Messrs. Lamba, White, Durbin and Bichara participate in the Linde U.S. Pension Program’s Account-Based Design Component. Mr. Lamba’s pension entitlements for his service through the end of 2021 are set out in an individual contract that is described in further detail under “Additional Information Regarding 2023 Pension Benefits Table” below. For benefits accruing for his service completed after 2021, Mr. Lamba participates in the Linde U.S. Pension Program’s Account-Based Design Component. Further details of the Company’s pension obligations for each NEO are included under “Additional Information Regarding 2023 Pension Ben
Executive Compensation Tables
it Table” below. | | (2) See the narrative after the table for a description of the Present Value of Accumulated Benefit. The values for each plan listed
Executive Compensation Tables
ove are additive. | | (3) In addition to the benefit he has accrued under the general terms of the Company’s Pension Program, the Supplemental Retirement Income Plan Present Value of Accumulated Benefit for Mr. Bichara reflects a one-time credit of $53,302.70 that was made on his behalf under a 2011 agreement with the Company in connection with the transfer of his employment to the U.S. from the Company’s Mexico affiliate. The contribution represents the benefit that he would have accrued under the Linde U.S. Pension Program’s Account-Based Design Component had his employment with the Company’s Mexico Affiliate from 2006 through 2011 been included as eligible service under the U.S. Pension Program. This amount vested in 2013 and accrues interest credits annually in the same manner and at the same rate as other benefits under the Pension Program’s Account-Bas
Executive Compensation Tables
Design Component. | Additional Information Regarding 2023 Pension Benefits Table Present Value of Accumulated Benefit The 2023 Pension Benefits table includes a “Present Value of Accumulated Benefit.” This is the value in today’s dollars of the total expected future retirement benefits that each NEO may receive under the Pension Program or their contract, as applicable. These are accrued amounts as of the end of 2023. For any given year, there will be a change in the accumulated benefit. For example, from one year to the next, the accumulated benefit may increase because a NEO has worked for an additional year and received credit for that or their pensionable earnings have increased. The accumulated benefit may also increase or decrease based on the interest rate used to calculate the present value of the NEO’s retirement payments compared to the prior year. The annual change in accumulated benefit is disclosed in the “Summary Compensation Table” in the “Change in Pension Value” column. The Company recognizes these amounts as a future pension liability on its financial statements. The Company calculates these amounts using complex actuarial valuations and assumptions. These assumptions are described in Note 16 to the Company’s 2023 financial statements in the 2023 Form 10-K and Annual Report. However, as required by SEC rules, the 2023 Pension Benefits table assumes that each NEO will retire at the earliest retirement age that would provide full (unreduced) benefits. The value in today’s dollars of the total retirement benefits that each NEO eventually receives may be more or less than the amount shown in the 2023 Pension Benefits table. General Terms of the Linde U.S. Pension Program Except as otherwise noted, the NEOs participate in the same pension program maintained for other eligible U.S. employees of the Company (the “Pension Program”). The Company has an obligation to pay pension benefits according to formulas described below. The Pension Program does not include the Company’s U.S. 401(k) Plan. The 401(k) Plan is funded by employee and Company contributions, but the Company does not promise any given retirement benefit. Instead, any retirement payments will depend on employee and Company contributions and the investment return on those contributions. The Pension Program has the following two parts: 1. The Linde U.S. Pension Plan (the “Pension Plan”) is intended to meet Federal tax law rules so that it will be considered a “tax-qualified” defined benefit retirement plan. Applicable laws require the Company to periodically set aside funds to meet its obligations under this plan. The rules also limit the amount of benefits that can be paid and do not allow using pay above certain levels to calculate retirement benefits. One or more of these limitations apply to each NEO and to certain other employees. Therefore, the Company also maintains “non-qualified” supplemental plans. 2. The Linde Inc. Equalization Benefit and Supplemental Retirement Income Plans (collectively referred to as the “SRIP”) are non-qualified deferred compensation plans under U.S. tax rules. Therefore, the Company does not set aside funds to meet these plan obligations. Instead, SRIP participants have only the Company’s promise to pay the amounts due following their separation from service with the Company. The terms of the SRIP are largely the same as those of the Pension Plan except that: (i) benefits payable under the SRIP are not limited by the Federal tax law limits, (ii) in order to comply with Federal tax law governing non-qualified deferred compensation plans, benefits accrued under the SRIP are payable at different times and in different forms than those payable under the Pension Plan, and (iii) NEOs may have additional benefits paid under the SRIP that are not the same as the standard benefits of the Pension Plan (see Note 3 following the “2023 Pension Benefits” table regarding a preexisting agreement for Mr. Bichara). Benefits under the Pension Program are calculated under one of the following two basic designs: Traditional Design (Appl
Executive Compensation Tables
able to Mr. Panikar) | ● | The Traditional Design program is applicable only to eligible U.S. employees who were hired by legacy Praxair, Inc. prior to May 1, 2002. This benefit formula considers an employee’s final average pay and years of service with the Company. For this purpose, the employee’s “final average pay” is generally equal to the employee’s highest three years of salary plus annual variable compensation out of their last t
Executive Compensation Tables
years of service. | | ● | Generally, an employee’s annual pension benefit is determined using a formula of 1.5% times the employee’s years of service with the Company times the employee’s final average pay. This is subject to several reductions, including offsets for the employee’s projected Social Security benefits and certain pension benefits payable under pension programs maintained by the Company’s subsidi
Executive Compensation Tables
| ● | Unreduced pension benefits are generally payable from the Pension Plan in an annuity beginning following the employee’s separation from service after the earliest of (i) the employee’s reaching age 65, (ii) the employee’s reaching age 62 and completing at least 10 years of service with the Company, or (iii) when the sum of the employee’s age plus years of service with the Company equals at least 85. Mr. Panikar is currently eligible to immediately commence an unreduced pension benefit following his separation from service. |
Executive Compensation Tables
| ● | Mr. Lamba became a U.S. employee on January 1, 2022 and began accruing pension benefits under the Pension Program’s Account-Based Design at that time. |
Executive Compensation Tables
sign at that time. | Linde Pension Commitments Applicable to Mr. Lamba for Service Prior to 2022 In addition to the benefits that he began accruing in 2022 under the U.S. Pension Program’s Account-Based Design, Mr. Lamba is entitled to pension benefits for his service with Linde completed prior to 2022. These benefits are provided pursuant to an agreement between him and an affiliate of the Company. Following his retirement from service with the Company upon or after attaining age 65, Mr. Lamba is eligible to receive a monthly benefit for life equal to €20,227, subject to an annual adjustment to reflect changes in the consumer price index. In the event Mr. Lamba terminates employment with the Company prior to attaining age 65, including on account of his disability, he is eligible to commence payment of a reduced benefit. In the event of Mr. Lamba’s death, a benefit equal to 60% of the benefit he was receiving or, in the event his death prior to his commencement, the amount he would have received, is payable to his surviving spouse, and an additional benefit is payable to each of his of children until they attain age 18 or for as long as the child remains a student, through age 26. The benefit payable to each child is either 10% or 25% of Mr. Lamba’s benefit depending upon whether the child’s other parent remains alive. The collective benefit payable to all of Mr. Lamba’s children may not exceed 50% of his benefit and the aggregate benefits payable to his surviving spouse and children collectively, may not exceed 100% of his benefit. 2023 Nonqualified Deferred Compensation This table shows information regarding compensation amounts, if any, that (i) the NEOs decided not to receive in cash but elected to defer to a later date under the U.S. Linde Compensation Deferral Program, (ii) are Company contributions to the Compensation Deferral Program, or (iii) are shares payable in settlement of a vested PSU or RSU award that the NEO elected to defer to a later date pursuant to the terms of the applicable Linde Long Term Incentive Plan
Executive Compensation Tables
nd award agreements. | Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(2) | | Sanjiv Lamba | 0 | 52,250 | 12,895 | 0 | 112,020 | | Matthew J. White | 0 | 27,000 | 116,385 | 0 | 564,698 | | John M. Panikar | 0 | 13,641 | 16,475 | 0 | 89,799 | | Sean F. Durbin | 0 | 18,188 | 21,798 | 0 | 118,953 | | Guillermo Bichara | 0 | 21,438 |
Executive Compensation Tables
,070 | 0 | 298,997 | | (1) The amount shown are the Company contributions for NEOs made in 2024 for 2023. These amounts are included in “All Other Compensation” in the “Summary Compensation Table.” Also, see the further explanation below under the caption “Material Terms of the U.S. Compensati
Executive Compensation Tables
Deferral Program.” | | (2) Balances are net of prior payouts and otherwise are the total of (i) Company contributions made to the U.S. Compensation Deferral Program on behalf of each NEO, and (ii) any notional investment earnings on these amounts. The balances were not amounts paid in 2023. As of December 31, 2023, none of the NEO’s had elected to make voluntary contributions to the Compensation Deferral Program or to defer payment of any RSU or PSU awards and the balances shown consist solely of Company contributions
Executive Compensation Tables
nd earnings thereon. | Material Terms of the U.S. Compensation Deferral Program Deferral Elections; Company Contributions Eligible senior employees on the Company’s U.S. payroll, including NEOs, may elect to defer receipt of all or a portion of their annual variable compensation payments and/or base salaries, subject to limitations to ensure that sufficient un-deferred pay remains available to cover applicable withholding taxes and benefit premiums. As of December 31, 2023, no NEO had elected to make any elective deferrals to the program. In addition, the Company makes a notional contribution to the Compensation Deferral Program on behalf of each eligible NEO equal to the matching contributions that would have been made under the Company’s U.S. 401(k) plan on behalf of the NEO but for the application of certain U.S. Federal tax law limits under that plan. The Company does not fund or segregate any monies from its general funds, create any trusts, or make any special deposits for payment of benefits under the Compensation Deferral Program. A participant’s right to receive a payment under the Compensation Deferral Program is no greater than the right of an unsecured general creditor of the Company. Deferral Investments Participants may notionally invest their deferred compensation into either (1) the Linde plc stock-unit equivalent account whose value tracks the market value of Linde common stock, including reinvestment of dividends into additional Linde stock-equivalent units, or (2) a fixed income account whose interest rate is fixed annually and is equal to the 1-year U.S. Treasury Bond rate as of the end of the immediately preceding year, plus 50 basis points. All Company contributions are made into the Linde plc stock-unit equivalent account. No preferential earnings are paid to participants, including NEOs. Deferral Payouts When a deferral election is made, a participant elects to receive payment in either a lump sum or substantially equal installments over ten years following termination of employment or a specified later year. Payment is accelerated in the case of the participant’s death. Company contributions are paid out in a lump sum upon retirement or other separation from service. If a change-in-control of the Company (as defined in the U.S. Compensation Deferral Program) occurs, all previously deferred amounts will be paid unless elected otherwise by the NEO. Material Terms of PSU and/or RSU Deferral Elections Deferral Elections and Payouts Within 30 days immediately following the grant of an RSU and/or PSU award, eligible U.S. employees, including NEOs, may voluntarily elect to defer the payment of any shares due upon the vesting of the award to a future date. As of the end of 2023, none of the NEOs had elected to defer the payment of any RSU or PSU awards. Payments in respect to a deferred award will be made in shares in either a lump sum, payable in March of any future year that is between four and 13 years after the grant date, or in substantially equal installments over ten years beginning in March of any year that is between four and eight years after the grant date, as elected by the employee. During the period after the underlying PSU and/or RSU award vests and before payment, the award will accrue dividend equivalents at the same rate paid to shareholders. Payment is accelerated in the case of the employee’s death, permanent disability, or termination by the Company without “cause” or by the employee for “good reason” within 24 months following a change-in-control. Severance and Other Change-In-Control Benefits The severance and other change-in-control benefits available to each of the NEOs are described below. The benefits applicable to each NEO depend on the programs in which they participate and the contractual obligations between Linde and the NEO, if any. The Company has not entered into any individual agreements with any NEO that would obligate it to pay post-employment severance benefits, including in connection with a change-in-control of the Company. Rather, the Company maintains a U.S. severance plan that provides certain benefits to all eligible U.S. employees, including the NEOs, in connection with certain Company-initiated terminations. Under the U.S. Severance
Executive Compensation Tables
an and other programs: | ● | No severance payout and forfeiture of unvested eq
Executive Compensation Tables
ty awards and vested | | unexercised stock options are required upon a
Executive Compensation Tables
r-cause termination. | | ● | Upon a without-cause termination, the maximum severance benefit is generally limited to 26 weeks of base pay, dependent upon length of service at time of termination, and is conditioned upon the employee’s general release of all claim
Executive Compensation Tables
against the Company. | | ● | The Company retains discretion to pay addition
Executive Compensation Tables
severance benefits. | General Assumptions The table below shows the estimated payments and/or benefits in connection with the following events based upon the following assumptions. “Voluntary Termination,” which includes a NEO’s voluntary resignation, before or after meeting specified age and service requirements, and “Involuntary-for-Cause Termination,” which includes the Company’s termination of a NEO’s employment for reasons such as violation of certain Company policies or for certain performance-related issues. For purposes of this section, the specified “age and service” requirements are generally satisfied if a NEO terminates employment with the Company other than for cause after both (a) attaining age 55 or 65 (as applicable to the respective award), and (b) completing at least 10 years of service. “Involuntary Termination,” which includes a termination other than for cause, but not including a termination related to a change-in-control of the Company. Terminations due to death or disability result in substantially the same treatment as an Involuntary Termination, except as otherwise described. A “Change-in-Control” of the Company, as defined under the plans and agreements described below. Generally, under these plans and agreements, a “change-in-control” means, (1) any consolidation or merger in which the Company is not the continuing or surviving corporation; (2) the liquidation of the Company or the sale of all or substantially all of the assets of the Company; (3) an acquisition by a person or group of more than 20% of the Company’s outstanding shares; or (4) a change in the majority composition of the Board not approved by two-thirds of the directors in office before the change. Set forth below after the table are narrative descriptions of payments and/or benefits that would have been provided, if any, related to each employment termination event or a change-in-control, as of December 31, 2023. Also discussed is the basis upon which the payments and/or benefits were calculated. Except as noted, these amounts are the incremental or enhanced amounts that a NEO would have received that are greater than those that the Company would have provided to employees generally under the same circumstances. They are estimates only and are based on various assumptions. The actual amounts that would be paid or the benefits that would be provided can be determined only at the time that each event occurs. The table and the narrative discussion assume that (i) each NEO’s employment terminated on December 31, 2023 due in turn to each termination event; (ii) a change-in-control occurred on December 31, 2023 under the terms of various plans and agreements, regardless of a termination of employment, and (iii) values related to outstanding stock awards reflect the market value of the Company’s common stock of $410.71 per share, which was the closing price on the Nadaq as of December 29, 2023. 2023 Amounts Potentially
Executive Compensation Tables
yable Upon Termination | Name | Termination Event | Severance Benefits ($) | Other Post- Termination Benefits ($) | Deferred Compensation Payout ($) | Performance- Based Variable Compensation Payments ($) | Equity Awards ($) | Retirement Benefit Enhancements ($) | Reduction of Payments ($) | Total for Each Termination Event | | Sanjiv Lamba | Voluntary or Involuntary for Cause | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | | Involuntary | 0 | 0 | 0 | 0 | 26,612,199 | 341,784 | 0 | 26,953,983 | | | Change-in-Control | 0 | 0 | 0 | 0 | 38,096,061 | 341,784 | 0 | 38,437,845 | | Matthew J. White | Voluntary or Involuntary for Cause | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | | Involuntary | 0 | 0 | 0 | 0 | 15,441,404 | 0 | 0 | 15,441,404 | | | Change-in-Control | 0 | 0 | 0 | 0 | 20,384,709 | 0 | 0 | 20,384,709 | | John M. Panikar | Voluntary or Involuntary for Cause | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | | Involuntary | 0 | 0 | 0 | 0 | 8,517,296 | 0 | 0 | 8,517,296 | | | Change-in-Control | 0 | 0 | 0 | 0 | 11,209,500 | 0 | 0 | 11,209,500 | | Sean F. Durbin | Voluntary or Involuntary for Cause | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | | Involuntary | 0 | 0 | 0 | 0 | 8,552,055 | 0 | 0 | 8,552,055 | | | Change-in-Control | 0 | 0 | 0 | 0 | 11,291,902 | 0 | 0 | 11,291,902 | | Guillermo Bichara | Voluntary or Involuntary for Cause | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | | Involuntary | 0 | 0 | 0 | 0 | 9,287,869 | 0 | 0 | 9,287,869 | | | Change-in-Control | 0 | 0 | 0 | 0 | 12,201,03
Executive Compensation Tables
| 0 | 0 | 12,201,035 | Severance Benefits Involuntary Termination. The NEOs are eligible for severance benefits which are determined in the same manner as for all other eligible U.S. employees of the Company, as described above. Change-in-Control. No NEO is entitled to any additional severance benefits on account of the termination of their employment in connection with a change-in-control. Other Post-Termination Benefits The Company currently makes retiree medical benefits available to eligible U.S. employees who participate in the Pension Program’s Traditional Design, including Mr. Panikar, provided that they meet certain requirements at the time of their termination. There are no other post-termination benefits to be provided to Messrs. Lamba, White, Durbin or Bichara. Deferred Compensation Payout Each NEO’s accrued balance in their U.S. Linde Compensation Deferral Program account, if any, is payable in accordance with program terms, as described under the “Nonqualified Deferred Compensation” table. Change-in-Control. Under the U.S. Linde Compensation Deferral Program, the payout of deferred balances is accelerated upon a change-in-control unless the NEO has previously made a valid election to waive rights to receive an accelerated payment in connection with the change-in-control, and instead, to receive payment in accordance with their previous election. Annual Performance-Based Variable Compensation Payments Annual performance-based variable compensation awards that NEOs may receive are entirely at the discretion of the HC Committee. It is speculative whether the HC Committee would have made such awards for 2023 if a NEO’s employment terminated. If an award had been made for the 2023 calendar year, it would have been fully earned at December 31, 2023. Equity Awards The following table summarizes the treatment of unvested equity awards in the event of a Voluntary Termination, Involuntary Termination,
Executive Compensation Tables
r a Change-in-Control. | | Voluntary | For Cause | Death | Disability | Change-in-Control | | Stock options | Immediately forfeited but will continue to vest in the ordinary course if NEO terminates after the first anniversary of the grant date and satisfied the specified age and service requirements prior to termination | Immediately forfeited | Immediately vest in full | Immediately vest in full | No accelerated vesting unless the NEO’s employment is terminated by the acquirer without cause or by the NEO for good reason, in either case within two years following the Change-in-Control (“Double Trigger”) | | RSUs | Immediately forfeited but will immediately vest with settlement on the third anniversary of the grant date if NEO terminates after the first anniversary of the grant date and satisfied the specified age and service requirements prior to termination | Immediately forfeited | Pro rata portion vests immediately | Pro rata portion vests immediately | No accelerated vesting unless Double Trigger occurs | | PSUs | Immediately forfeited but will continue to vest in the ordinary course, subject to satisfaction of the applicable performance criteria if NEO terminates after the first anniversary of the grant date and satisfied the specified age and service requirements prior to termination | Immediately forfeited | Pro rata portion (based on target number of shares granted) vests immediately | Pro rata portion (based on target number of shares granted) vests immediately | Awards convert to RSUs based on the higher of the target number of shares granted and the number of shares determined from actual performance up to the Change-in-Control; no accelerated vesting unless
Executive Compensation Tables
ouble Trigger occurs | For purposes of this disclosure, values are attributed solely to the acceleration of vesting of outstanding awards. To the extent that accelerated vesting occurs as described above, the option acceleration value shown in the above table is determined by the difference between the exercise price of the accelerated options and the per share price of the Company’s common stock times the number of the accelerated option shares. The acceleration values of the RSU and PSU awards is determined as the per share price of the Company’s common stock times the number of shares subject to the award (target number of shares for PSUs). Retirement Benefit Enhancements The Pension Program and contractual pension entitlements for each NEO are discussed as part of the “2023 Pension Benefits” table above. Except as discussed below, no enhanced pension benefits would be payable to any NEO that are not otherwise included in the 2023 Pension Benefits table. Voluntary Termination, Involuntary-for-Cause Termination, and Involuntary Termination. Messrs. White, Panikar, Durbin and Bichara would not be entitled to any additional or enhanced benefit under these termination events, but any vested benefit would be preserved and would become payable under the Pension Program at such time as the NEOs would otherwise become eligible for pension payments. Pursuant to his earlier agreement with an affiliate of the Company, in the event that Mr. Lamba terminates employment due to death, disability, or his involuntary termination other than for cause, he or his beneficiary, as applicable, is entitled to certain retirement benefit enhancements. The amount shown in the table, reflect the values of these benefit enhancements. Change-in-Control. Benefits under the SRIP become immediately vested and payable in a lump sum upon the occurrence of a change in control unless the NEO has previously made a valid election to waive rights to receive such payment in connection with the change-in-control and to instead receive such payment in the ordinary course. There is no value calculated for any acceleration as each NEO is already fully vested in their SRIP benefit and would simply receive payment sooner than if a change in control had not occurred. Mr. Lamba is not entitled to any additional retirement benefit enhancements in connection with a change-in-control. However, if his employment was terminated following a change-in-control, the enhanced retirement benefits due under his agreement in connection with his termination other than for cause would apply. This value is shown in the table. No Excise Tax Gross-Up Payments The Company has no agreements in place that require it to reimburse any NEO for excise or other taxes they may owe under Section 4999 of the Internal Revenue Code or otherwise due to their receipt of excess “parachute” payments in connection with a change-in-control. Pay versus Performance 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, 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 perform
Executive Compensation Tables
ce, refer to the CD&A. | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for First CEO (1) | Summary Compensation Table Total for Second CEO (2) | Compensation Actually Paid to First CEO (3) (4) | Compensation Actually Paid to Second CEO (3) (4) | Average Summary Compensation Table Total for non-CEO NEOs (5) | Average Compensation Actually Paid to non-CEO NEOs (3) (4) | Total Shareholder Return | Peer Group Total Shareholder Return (6) | Net Income ($ millions) | After- Tax Return on Capital (7) | | 2023 | N/A | 19,200,255 | N/A | 37,797,969 | 6,915,460 | 15,410,187 | $204.94 | $151.73 | 6,199 | 25.4% | | 2022 | 362,539 | 14,601,322 | 11,788,827 | 24,588,666 | 5,043,958 | 8,752,653 | $160.52 | $134.76 | 4,147 | 22.9% | | 2021 | 31,426,032 | N/A | 60,017,000 | N/A | 8,514,019 | 15,425,165 | $167.93 | $153.67 | 3,826 | 17.7% | | 2020 | 18,556,901 | N/A | 36,698,242 | N/A | 5,174,579 | 10,226,417 | $125.90 | $
Executive Compensation Tables
0.73 | 2,501 | 13.4% | | (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 em
Executive Compensation Tables
oyment 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
Executive Compensation Tables
r. 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) certa
Executive Compensation Tables
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
Executive Compensation Tables
r the 2023 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
Executive Compensation Tables
| (4) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of: |
Executive Compensation Tables
| Executive Compensation Matters CEO Pay Ratio |