DEF 14A of Linde PLC, Apr 29, 2026

DEF 14A of Linde PLC

Filed Apr 29, 2026 · FY20250001193125-26-192209

Open on EDGAR

  1. Compensation Highlights

    | Element | Form | Key Features | | Base Salary | Cash | · Competitive fixed pay to attract and retain executives. · Increases, if applicable, are typically made effective on April 1st of each year. | | Annual Variable Compensation | Cash | · Variable incentive to reward delivery of short-term financial and strategic objectives. · Payout determined based on performance against pre-established annual goals. · Performance weighting: · 75% tied to financial performance (Sales, Net Income, Operating Cash Flow). · 25% tied to non-financial performance (Core Values, Relative Performance & Strategic Positioning, and Greenhouse Gas Emissions). · Final payout reflects achievement against Variable Compensation goals, adjusted by an Individual Performance Factor (0.00 - 1.25), excluding the CEO. | | Equity Awards | Performance Share Units (50%) | · Performance measured equally on Return on Capital (ROC) and Relative Total Shareholder Return (TSR). · Vest on the third anniversary of the grant date, subject to achievement against pre-established goals. | | | Stock Options (30%) | · Vest in equal installments on the first, second and third anniversaries of the grant date. · Expire on the tenth anniversary of the grant date. | | | Restricted Stock Units (20%) | · Vest on the third anniversary of the grant date. |

  2. Lead Independent Director Responsibilities

    Executive Stock Ownership and Shareholding Policy The Board believes that it is important for executive officers to acquire a substantial ownership position in Linde. In this way, their interests are more closely aligned with those of shareholders. Significant stock ownership ensures that executives manage Linde as equity owners. Accordingly, a stock ownership and shareholding policy has been established for the Company’s executive officers that requires them to own a minimum number of ordinary shares equal or greater in value to a multiple of their base salary, as set forth below. Individuals must meet the applicable ownership level within five years after first becoming subject to the guidelines by acquiring at least 20% of the required level of stock ownership each year. Until the stock ownership requirement is met, executive officers (i) may not sell, transfer or otherwise dispose of any of their Linde ordinary shares and (ii) must retain and hold all Linde ordinary shares acquired from all equity incentive awards, net of shares withheld for taxes and option exercise prices, including performance share unit awards, restricted stock unit awards and stock options. Set forth below is the stock ownership required by the policy expressed as a multiple of base salary for eachexecutive officer position. As of the date of this Proxy Statement, all covered individuals are in compliance with this policy. Stock ownership of the Named Executive Officers can be found in the table presented under the section titled “Information on Share Ownership.”

  3. Executive Committee

    | Committee Chair Sanjiv Lamba Current Members: Dr. Thomas Enders Hugh Grant Robert L. Wood Meetings in 2025 1 | The purpose of the Executive Committee is primarily to act on behalf of the entire Board with respect to certain matters that may arise in between regularly scheduled Board meetings, and act on certain other matters from time to time. In particular, the Executive Committee duties include, among others: (1) evaluating and approving any investments, acquisitions, partnerships or divestments requiring Board approval, that are within value thresholds specified by the Board; (2) evaluating and approving any financing or other capital markets transactions requiring Board approval, that are within value thresholds specified by the Board; and (3) acting upon any other such matters within the competencies of the Board, that are not reserved solely to the Board, that are within value thresholds specified by the Board and, in the opinion of the Chairman of the Board, should not be postponed until the next regularly scheduled Board meeting. |

  4. 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 (3) | 300,000 | 479,552 | — | — | — | 40,000 | $819,552 | | Prof. DDr. Ann-Kristin Achleitner | 184,500 | 217,509 | — | — | — | — | $402,009 | | Dr. Thomas Enders | 184,500 | 217,509 | — | — | — | — | $402,009 | | | | 218,509 | | | | | | | Hugh Grant | 134,500 | 217,509 | — | — | — | — | $352,009 | | Joe Kaeser | 184,500 | 217,509 | — | — | — | — | $402,009 | | Dr. Victoria E. Ossadnik | 134,500 | 217,509 | — | — | — | — | $352,009 | | Paula Rosput Reynolds | 134,500 | 217,509 | | | | — | $352,009 | | Alberto Weisser | 194,500 | 217,509 | — | — | — | — | $412,009 | | Robert L. Wood | 177,000 | 217,509 | — | — | — | — | $394,509 |

  5. Sustainability Committee

    | (1) Full grant date fair value of restricted stock units granted to each director on March 7, 2025, as determined under accounting standards related to share-based compensation. | | (2) Amounts in this column represent benefits provided to the directors that exceeded $10,000 per director. These amounts are the value of the following benefits provided to the directors by the Company: (a) $40,000 for Mr. Angel as 2025 matching contributions for his eligible personal charitable contributions pursuant to the Company’s charitable matching gift program that is available to Company employees and non-management directors on the same basis. The Company matches personal donations to eligible charitable institutions up to a $15,000 maximum per year per donor, with matches for certain charitable programs that may exceed the general $15,000 match. | | (3) Mr. Angel retired as Chairman of the Board effective January 31, 2026 |

  6. 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. Dr. Enders served on the Board of Directors of Lilium N.V. from 2021-2025. Dr. Enders also served on the Supervisory Board of Lufthansa Group from May 2020 until May 2025. 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.

  7. The Human Capital Committee

    | Name | Title | Base Salary (1) | Target Annual VC (2) | Target Annual LTI Award (3) | Target Total Direct Compensation | | Sanjiv Lamba | Chief Executive Officer | $1,600,000 | 175% | $13,300,000 | $17,700,000 | | Matthew J. White | EVP, Chief Financial Officer | $953,000 | 110% | $5,700,000 | $7,701,300 | | Guillermo Bichara | EVP, Chief Legal Officer | $837,000 | 95% | $3,370,000 | $5,002,150 | | Sean F. Durbin | Chief Operating Officer | $850,000 | 110% | $3,240,000 | $5,025,000 | | Benjamin Glazer | Senior Vice President, Americas | $660,000 | 95% | $2,222,000 | $3,509,000 | | David P. Strauss | Former EVP, Chief Human Resources Officer | $812,000 | 95% | $2,670,000 | $4,253,400 |

  8. The Human Capital Committee

    | Financial Measure | Threshold | Target | Maximum | Actual | Weight | Achievement | Weighted Payout | | Sales1 ($ millions) | 31,202 | 33,406 | 35,271 | 33,424 | 20% | 101.0% | 20.2% | | Net Income1 ($ millions) | 7,268 | 7,773 | 8,175 | 7,678 | 55% | 81.1% | 44.6% | | Oper. Cash Flow ($ millions) | 9,067 | 9,913 | 10,493 | 10,350 | 25% | 175.3% | 43.8% | | | | | | | Total2 | | 108.6% |

  9. The Human Capital Committee

    | Performance Measure | Weight | Achievement | Weighted Payout | | Core Values | 60% | 135.0% | 81.0% | | Relative Performance & Strategic Positioning | 20% | 135.0% | 27.0% | | GHG Emissions | 20% | 151.0% | 30.2% | | Overall Corporate Non-Financial Performance Factor | | | 138.2% |

  10. The Human Capital Committee

    | Component | Weight | Achievement | Weighted Payout | | Financial | 75% | 108.6% | 81.45% | | Non-Financial | 25% | 138.2% | 34.55% | | | Overall Performance Factor | | 116.0% |

  11. The Human Capital Committee

    | | Base Salary | Variable Compensation Target | 2025 Overall Performance Factor | 2025 Actual Payout | | Lamba | $1,575,000 | 175% | 116.0% | $3,197,250 |

  12. The Human Capital Committee

    | | Lamba | White | Bichara | Durbin | Glazer | Strauss | | 2024 LTI Grant | $12,450,000 | $5,100,000 | $3,050,000 | $2,880,000 | $1,900,000 | $2,400,000 | | 2025 LTI Grant | $13,300,000 | $5,700,000 | $3,370,000 | $3,240,000 | $2,222,000 | $2,670,000 | | Increase | 6.8% | 11.8% | 10.5% | 12.5% | 16.9% | 11.3% |

  13. The Human Capital Committee

    | 2025-27 PSU Goals | | Threshold | Target | Maximum | | Average | Goal | 24.5% | 25.3% | 26.5% | | Annual ROC | Payout | 50% | 100% | 200% | | Relative | Goal | 25th %ile | 50th %ile | 75th %ile | | TSR Rank | Payout | 25% | 100% | 200% |

  14. The Human Capital Committee

    | 2023-25 PSU Payouts | Threshold Goal | Target Goal | Maximum Goal | Actual Result | Payout | | Average Annual ROC* | 23.0% | 24.4% | 25.3% | 25.2% | 189% | | Relative TSR Rank | 25th %ile | 50th %ile | 75th %ile | 50th %ile | 100% |

  15. The Human Capital Committee

    | 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, | 2025 | 1,575,000 | 11,680,804 | 4,938,908 | 3,197,250 | 198,000 | 187,908 | 21,777,870 | | Chief Executive Officer | 2024 | 1,475,000 | 11,473,602 | 4,677,524 | 2,698,070 | 221,748 | 150,144 | 20,696,088 | | | 2023 | 1,375,000 | 9,409,791 | 3,880,751 | 3,480,263 | 868,883 | 185,567 | 19,200,255 | | Matthew J. White, | 2025 | 944,750 | 5,007,108 | 2,116,738 | 1,386,326 | 173,000 | 42,238 | 9,670,160 | | Executive Vice President & | 2024 | 910,000 | 4,702,961 | 1,916,399 | 1,292,491 | 161,000 | 40,250 | 9,023,101 | | Chief Financial Officer | 2023 | 870,000 | 3,849,416 | 1,587,789 | 1,791,006 | 156,000 | 38,500 | 8,292,712 | | Guillermo Bichara | 2025 | 830,250 | 2,960,304 | 1,251,523 | 1,006,429 | 126,000 | 57,428 | 6,231,934 | | Executive Vice President & | 2024 | 798,750 | 2,812,145 | 1,146,010 | 914,460 | 116,000 | 68,788 | 5,856,153 | | Chief Legal Officer | 2023 | 758,750 | 2,253,317 | 927,815 | 1,271,585 | 115,000 | 67,028 | 5,393,494 | | Sean F. Durbin | 2025 | 789,000 | 2,845,953 | 1,203,235 | 1,058,167 | 112,000 | 67,059 | 6,075,414 | | Chief Operating Officer | 2024 | 737,500 | 2,658,769 | 1,082,374 | 859,247 | 105,000 | 48,575 | 5,491,465 | | | 2023 | 693,750 | 2,140,162 | 882,198 | 1,167,416 | 101,000 | 2,400,307 | 7,384,833 | | Benjamin W. Glazer (6) | 2025 | 625,000 | 1,952,919 | 825,214 | 769,998 | 90,000 | 100,498 | 4,363,629 | | Senior Vice President, | | | | | | | | | | Americas | | | | | | | | | | David P. Strauss | 2025 | 722,256 | 2,345,152 | 991,517 | 875,310 | 290,000 | 26,979 | 5,251,214 | | Former Executive Vice President & | 2024 | 773,750 | 2,213,228 | 902,166 | 933,294 | 29,000 | 28,814 | 4,880,252 | | Chief Human Resources Officer (7) | | | | | | | | |

  16. CEO Pay Ratio

    CEO Pay Ratio CEO Pay Ratio The Company calculated the ratio of the annual total compensation of its CEO to that of its median employee as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related SEC rules. To identify the median employee, the Company first gathered information for its entire employee population as of December 31, 2025. The Company then chose a consistently applied compensation measure (“CACM”) of ‘base pay’ to determine its median employee. Base pay is made up of base salary, base wages, and scheduled overtime pay. For the analysis, each employee’s scheduled work hours were used as a reasonable estimate for actual hours worked during 2025 and applied to his or her base pay rate, therein capturing part-time and non-standard work arrangements. The results were converted to U.S. dollars at the average exchange rate from January 1 through December 31. Base pay was annualized only for those who began work with the Company during 2025. The Company excluded all its employees in certain countries under the “De Minimis Exemption” as permitted by SEC rules. This excluded population of employees, detailed in the table below, totaled 3,278 of the Company’s entire employee population (as defined by the Pay Ratio rule) of 65,596 as of December 31, 2025, or 4.99%. After identifying the median employee, the Company calculated 2025 annual total compensation for both the median employee and the CEO in accordance with SEC rules to arrive at the Pay Ratio. The median employee’s 2025 annual total compensation was $50,860 and the CEO’s 2025 annual total compensation was $21,777,870 resulting in a 2025 Pay Ratio of 428:1. SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to use a variety of methodologies, exclusions, assumptions and reasonable estimates. As a result, the pay ratios reported above may not be comparable to the pay ratio disclosures made by other companies. Countries Excluded Under “De Minimis Exemption”

  17. CEO Pay Ratio

    | Country | Number of Employees | Country | Number of Employees | Country | Number of Employees | | Algeria | 416 | Kenya | 55 | Philippines | 404 | | Bangladesh | 91 | Lesotho | 3 | Portugal | 630 | | Botswana | 29 | Malawi | 29 | Serbia | 45 | | Bulgaria | 37 | Mozambique | 24 | Sri Lanka | 60 | | Chile | 225 | Namibia | 58 | Swaziland | 28 | | Colombia | 518 | Oman | 1 | Tunisia | 65 | | Dominican Rep. | 39 | Panama | 30 | Ukraine | 92 | | Indonesia | 137 | Pap. New Guinea | 78 | Vietnam | 32 | | Kazakhstan | 33 | Paraguay | 61 | Zambia | 58 |

  18. CEO Pay Ratio

    | 74 | Linde plc |