Guillermo Bichara
LINDEAbout Guillermo Bichara
Executive Vice President and Chief Legal Officer (NEO) of Linde plc. The proxy discloses his compensation structure, ownership, pension, and severance terms, but does not provide education, age, or a detailed biography. Company performance context in 2024: sales $33.0B, adjusted operating margin 29.5%, adjusted EPS $15.51, and non-GAAP after-tax ROC 25.9%; backlog ~$10.4B; five-year TSR outperformed the S&P 500 and S&P Materials index on a $100 base (LIN $211 vs SPX $197, S5MATR $152) . His annual variable compensation leverages financial goals (Sales, Net Income, Operating Cash Flow) and strategic goals (GHG reduction, core values, relative positioning) with a 2024 corporate payout factor of 107.6% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Linde Mexico affiliate | Employee (legal/management details not disclosed) | 2006–2011 | Pension credit recognizes 2006–2011 service upon transfer to U.S., establishing international experience and continuity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or public roles disclosed for Bichara in proxy/8-Ks . |
Fixed Compensation
Multi-year compensation (actuals paid; USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $731,250 | $758,750 | $798,750 |
| Stock Awards (PSUs + RSUs, grant-date fair value) | $1,450,691 | $2,253,317 | $2,812,145 |
| Option Awards (grant-date fair value) | $598,530 | $927,815 | $1,146,010 |
| Non-Equity Incentive (annual bonus) | $1,113,376 | $1,271,585 | $914,460 |
| Change in Pension Value | $42,000 | $115,000 | $116,000 |
| All Other Compensation | $50,623 | $67,028 | $68,788 |
| Total | $3,986,469 | $5,393,494 | $5,856,153 |
2024 target settings:
| Component | Target / Rate |
|---|---|
| Base salary rate (12/31/2024) | $810,000 |
| Target annual variable compensation | 95% of base salary |
| Target annual LTI award (comp value basis) | $3,050,000 |
Perquisites and benefits (2024):
- Matching contribution $39,163; Charitable giving match $15,000; Financial planning $14,625 .
- U.S. Deferred Compensation Program company contribution $22,688; aggregate balance $331,552 .
Pension (present value at 12/31/2024):
- U.S. Pension Plan: $162,000 .
- Supplemental Retirement Income Plan (SRIP): $508,000 (includes a one-time $53,302.70 credit for 2006–2011 Mexico affiliate service) .
Performance Compensation
Annual performance-based variable compensation design (applies to Bichara):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Corporate Payout |
|---|---|---|---|---|---|---|
| Sales ($mm) | 20% | $30,792 | $33,289 | $36,916 | $33,082 | 18.3% of bonus |
| Net Income ($mm, non-GAAP for comp) | 55% | $6,734 | $7,390 | $8,164 | $7,480 | 61.4% of bonus |
| Operating Cash Flow ($mm) | 25% | $8,960 | $9,908 | $11,279 | $9,422 | 12.2% of bonus |
| Strategic: GHG Emissions (MM MT) | — | 42.5 | 38.3 | 35.2 | 37.23 | 133.4% component payout |
| Strategic: Core Values & Relative Positioning | — | — | — | — | Favorable | 160% for each component |
- Corporate financial payout factor: 91.9% ; corporate total payout factor: 107.6% (financial + strategic) .
- Individual performance adjustments: Committee may adjust NEO payouts; for 2024 adjustments were made but none were material .
2024 equity grant mix, quantities, terms:
| Award Type | Quantity (target) | Grant Date | Exercise Price | Vesting/Performance |
|---|---|---|---|---|
| Stock Options | 10,175 | 3/7/2024 | $465.29 | 3 equal annual tranches; 10-year term; no repricing |
| RSUs | 1,570 | 3/7/2024 | — | 3-year cliff; no dividends/accruals |
| ROC PSUs | 2,355 (50–200% payout curve) | 3/7/2024 | — | 2024–2026 average ROC: 25.0% threshold/50%, 26.0% target/100%, ≥27.0% max/200% |
| TSR PSUs | 1,570 (25–200% payout curve) | 3/7/2024 | — | 2024–2026 relative TSR vs S&P500 ex-Fin + Eurofirst 300: 25th%ile/25%, 50th%ile/100%, ≥75th%ile/200% |
Recent PSU vesting (granted 2022; vested March 2025):
| Measure | Threshold | Target | Maximum | Actual (2022–2024) | Payout |
|---|---|---|---|---|---|
| ROC (adj. after-tax) | 17.8% | 20.0% | 22.0% | 24.7% | 200% |
| Relative TSR | 25th %ile | 50th %ile | 75th %ile | 71st %ile | 184% |
Equity Ownership & Alignment
Beneficial ownership (as of 4/1/2025):
| Holding Type | Quantity |
|---|---|
| Ordinary Shares | 25,594 |
| Stock Units (deferred/RSUs/vested PSUs deferred) | 4,888 |
| Stock Options (exercisable within 60 days) | 98,171 |
Outstanding awards at 12/31/2024:
| Award | Status | Quantity | Market/Exercise Reference |
|---|---|---|---|
| RSUs (unvested) | Unvested | 4,785 | Market value $2,003,336 at $418.67 close |
| PSUs (unearned) | Target unearned | 15,549 | Payout value basis $6,509,900 at $418.67 close |
| Options 2019 | Exercisable | 26,980 @ $176.63 | Grant 3/20/2019; exp. 3/20/2029 |
| Options 2020 | Exercisable | 26,155 @ $173.13 | Grant 3/9/2020; exp. 3/8/2030 |
| Options 2021 | Exercisable | 20,975 @ $253.68 | Grant 3/8/2021; exp. 3/7/2031 |
| Options 2022 | Ex./Unex. | 8,853 / 4,427 @ $270.99 | Grant 3/7/2022; exp. 3/5/2032 |
| Options 2023 | Ex./Unex. | 3,695 / 7,390 @ $354.14 | Grant 3/7/2023; exp. 3/7/2033 |
| Options 2024 | Unexercisable | 10,175 @ $465.29 | Grant 3/7/2024; exp. 3/7/2034 |
2024 exercises/vesting:
| Transaction | Shares | Value |
|---|---|---|
| Options exercised | — | — |
| PSUs/RSUs vested (2021 grants) | 11,245 | $5,201,375 (pre-tax) |
Ownership and alignment policies:
- Executive stock ownership guideline: 3x base salary for executive officers; five-year compliance period; all covered individuals are in compliance as of proxy date .
- Hedging and pledging of company stock prohibited for directors/executives .
- Retention: executives must hold shares from vesting/exercise until ownership guidelines met .
Employment Terms
Severance and change-in-control:
- No individual severance contracts; covered under U.S. Severance Plan (up to 26 weeks’ base pay for without-cause termination; for-cause forfeits severance and unvested equity; Company may exercise discretion for additional severance) .
- Change-in-control: no extra severance; double-trigger equity acceleration only (termination without cause or for good reason within two years) .
- Equity treatment: upon CIC, PSUs convert to RSUs based on higher of target or performance through CIC date; vesting accelerates only with double trigger; death/disability triggers pro rata vesting (RSUs/PSUs), options fully vest .
- Estimated incremental equity payouts (12/31/2024 assumptions): Involuntary termination $3,932,814; Change-in-control $9,643,892 .
- No excise tax gross-ups on parachute payments .
Clawback and conduct:
- Clawback applies to excess incentive compensation upon financial restatement for the prior three fiscal years; authority to cancel/recover LTI gains for prohibited conduct (e.g., conflicts of interest, breach of continuing non-compete/confidentiality, Code of Business Integrity violations) .
Deferred compensation and payouts:
- U.S. Compensation Deferral Program allows elective deferrals of salary/bonus; company contributions equal foregone 401(k) match; change-in-control accelerates payouts unless waived .
Insider trading compliance:
- Insider trading policy on file; Section 16(a) filings were timely in 2024 per company review .
Investment Implications
- Strong pay-for-performance alignment: high variable/equity mix with PSUs tied to ROC and relative TSR; corporate payout factor 107.6% for 2024 and above-target PSU vesting for 2022–2024 (ROC 200%, TSR 184%), indicating high realized equity compensation when execution and shareholder returns are strong .
- Retention and selling pressure: No option exercises by Bichara in 2024, while 11,245 shares vested from 2021 grants; substantial unvested RSUs/PSUs and unexercisable options could create periodic supply at scheduled vesting/exercise windows, but strict ownership/retention requirements mitigate near-term disposal risk .
- Governance safeguards: No hedging/pledging, robust clawback, double-trigger CIC, no excise tax gross-ups—low governance red flags and strong alignment mechanisms for long-term holders .
- Compensation benchmarking and shareholder support: Peer group benchmarking at median with 92.7% Say-on-Pay approval in July 2024 suggests investor acceptance of program design, reducing headline risk on compensation .