Linde : Full Year Report (2025 proxy statement

Published: 2025-04-30 15:28:18 ET LIN

Published on 04/30/2025 at 15:28

Making our world more productive

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 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.

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 Board's oversight 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 32nd 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

Proposals............................................................................................................................................................................. 3

2024 Business Performance Highlights ......................................................................................................................... 5

Board and Governance Highlights .................................................................................................................................. 7

Compensation Highlights.................................................................................................................................................. 9

Linde's Corporate Governance Framework 10

Board Committees 18

Director Compensation 21

Director Nominees 24

Oversight of Independent Auditors 36

Auditor Independence 37

Fees Paid to the Independent Auditor 38

Audit Committee Report 39

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

General Information 90

Miscellaneous 95

Making our world more productive

‌Notice of 2025 Annual General Meeting of Shareholders

Dear Shareholder:

The Annual General Meeting ("AGM") of Shareholders of Linde plc ("Linde" or the "Company") will be held at 1:00 PM United Kingdom time (8:00 AM Eastern Daylight Time in the U.S.) on Tuesday, July 29, 2025, at the Corinthia Hotel, Whitehall Place, Westminster, London, SW1A 2BD, United Kingdom, for the following purposes:

By separate resolutions, to appoint the ten director nominees described in the proxy statement.

To (a) ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers ("PwC") as independent auditor of the Company and (b) to authorize, in a binding vote, the Board, acting through the Audit Committee, to determine PwC's remuneration.

To approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers, as required under U.S. Securities and Exchange Commission rules.

To recommend, on an advisory and non-binding basis, the frequency of holding future advisory shareholder votes on the compensation of the Company's named executed officers.

To determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law.

To consider and vote on a shareholder proposal requesting an annual report regarding the alignment of the Company's direct and indirect lobbying activities with the Company's 2050 climate neutrality ambition.

To conduct such other business as may properly come before the meeting.

This Proxy Statement and a form of proxy are being distributed to shareholders on or about April 29, 2025. Only holders of record of Linde ordinary shares at the close of business on April 28, 2025, will be entitled to receive notice of, and to attend and vote at, the meeting or any adjournment or postponement thereof.

It is important that your shares be represented and voted at the meeting. Any shareholder entitled to attend, speak, ask questions and vote at the meeting, may exercise his or her right to vote by appointing a proxy or proxies to attend and vote on his or her behalf. A shareholder may appoint the persons named in the proxy card provided or another person, who need not be a shareholder of the Company, as a proxy, by electronic means or in writing, to vote some or all of their shares. Appointment of a proxy does not preclude members from attending, speaking and asking questions at the meeting should they subsequently wish to do so. Please note that proxies may be required to provide identification to attend the meeting.

Linde plc 1

By Order of The Board of Directors

Stephen F. Angel

Chairman of the Board

April 30, 2025

2 Linde plc

Disclaimer

Linde plc published this content on April 30, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2025 at 19:27 UTC.