LINDE PLC (LIN)
Sector: Materials
2026 Annual Meeting Analysis
LINDE PLC · Meeting: July 28, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
By separate resolutions, to appoint the nine director nominees described in the proxy statement
CEO and director since 2022 with deep industry expertise; Linde's 3-year price return of 42.9% outperforms the XLB sector ETF benchmark by +8.6 percentage points, well below the 65pp threshold required to trigger a vote against; holds one outside public company board seat (Amphenol), within the two-seat limit for a sitting CEO.
Director since 2018 with strong financial and international expertise; TSR performance trigger does not apply given Linde's strong positive 3-year return and gap of only +8.6pp vs XLB; holds two public company board seats, within policy limits.
Director since 2018 with extensive international industrial and operational experience as former Airbus CEO; TSR trigger does not fire; holds one outside public company board seat (GE Aerospace), within limits.
Director since 2023, joined less than 24 months ago and is therefore exempt from the TSR performance trigger; brings relevant large-cap global operational experience as former Monsanto CEO; holds one outside public company board seat.
Director since 2021 with strong financial and operational credentials as former Siemens CEO and CFO; TSR trigger does not apply given Linde's strong positive return vs XLB; holds two outside public company board seats (Daimler Truck, Siemens Energy), within the four-seat non-executive limit.
Director since 2018 with relevant technology and energy industry expertise as an active executive at E.ON SE; TSR trigger does not fire; holds two outside public company board seats (E.ON SE, Munich Re), within policy limits.
Director since 2024, joined less than 24 months ago and is therefore exempt from the TSR performance trigger; brings extensive energy industry experience and broad international board experience; holds two outside public company board seats (National Grid, GE Vernova), within limits.
Director since 2021 with deep financial and global operating experience as former Bunge Chairman and CEO; TSR trigger does not apply; holds two outside public company board seats (Bayer AG, PepsiCo), within policy limits.
Lead Independent Director since 2018 with deep chemicals industry expertise as former Chemtura CEO; TSR trigger does not apply given Linde's strong positive 3-year return; holds no other public company board seats.
All nine director nominees pass the policy screens. Linde's 3-year price return of 42.9% outperforms the XLB sector ETF by +8.6 percentage points, well short of the 65pp threshold required to trigger a vote against any director. No director is overboarded, all independents are properly classified, all attended 100% of meetings in 2025, and no familial relationships with management are disclosed. Two nominees (Hugh Grant, joined 2023; Paula Rosput Reynolds, joined 2024) qualify for the 24-month new-director exemption from the TSR trigger. Vote FOR all nine.
Say on Pay
✓ FORCEO
Sanjiv Lamba
Total Comp
$21,777,870
Prior Support
94.1%%
CEO Sanjiv Lamba received total compensation of $21.8 million in 2025, which is consistent with benchmark expectations for the CEO of a $234 billion market cap global industrial company; base salary of $1.6 million represents only about 7% of total compensation, well below the 40% fixed-pay threshold, confirming that pay is heavily weighted toward variable and performance-based elements. The equity program is well-structured: 50% of equity is in performance stock awards tied to measurable 3-year return on capital and relative total shareholder return goals, 30% in stock options (which only pay out if the stock rises), and 20% in restricted stock units — meaning approximately 80%+ of total pay is variable or at-risk. The prior Say on Pay vote received 94.1% shareholder support, the pay-for-performance alignment is strong (2023–25 performance stock awards paid out at 189% for ROC and 100% for TSR, reflecting genuine outperformance), a meaningful clawback policy is in place, and Linde's stock has delivered a 42.9% 3-year return.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers (PwC)
Tenure
7 yrs
Audit Fees
$21,610,000
Non-Audit Fees
$360,000
PwC has served as Linde's auditor since 2019 (approximately 7 years), well below the 25-year tenure threshold that would trigger a vote against. Non-audit fees (audit-related $280,000 + tax $70,000 + other $10,000 = $360,000) represent approximately 1.7% of core audit fees of $21,610,000, far below the 50% threshold. PwC is a Big 4 firm fully appropriate for a $234 billion market cap global company, no material restatements are disclosed, and the Audit Committee maintains robust pre-approval controls.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Requesting Renewable Electricity Procurement Strategy Report
The proposal asks Linde to publish a report on its renewable electricity procurement strategy, which is a disclosure-type ask with a lower bar to support — but the company's opposition statement credibly explains that Linde already discloses renewable energy targets, strategies, and progress in its sustainability reporting, including that approximately 50% of its power consumption is low-carbon and active low-carbon and renewable power grew 23% year-over-year in 2025. Without evidence that existing disclosures are materially inadequate or that a credible filer has identified a specific gap that shareholders broadly agree is unaddressed (no prior-year vote history is available), the company's response is sufficient and an additional standalone report does not appear necessary to protect shareholder interests. Vote AGAINST.
Overall Assessment
The 2026 Linde plc annual meeting ballot is straightforward: all nine director nominees pass policy screens given strong 3-year TSR outperformance versus the XLB sector ETF, PwC's audit engagement is clean with minimal non-audit fees and well below the tenure threshold, and the Say on Pay program is well-structured with heavy performance-based weighting and 94.1% prior-year shareholder support. The only vote against the board's recommendations is on the stockholder proposal requesting a renewable electricity procurement report, which existing company disclosures already substantially address.