Hugh Grant
LINDEAbout Hugh Grant
Hugh Grant is an independent director of Linde plc, age 66, and has served on the board since 2023 after retiring as Chairman and CEO of Monsanto in 2018 upon its merger with Bayer AG . His background includes senior executive leadership in global operations and technology-driven industries, and he is currently a director of Freeport-McMoRan with compensation committee service; he previously served as independent Lead Director at PPG Industries until December 2023 and sits on boards of Flagship Pioneering companies Invaio Sciences and CIBO Technologies . Linde classifies him as independent under its board standards, and he is nominated for re-appointment through the 2026 AGM term .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monsanto Company | Chairman & CEO | 2003–2018 | Led global technology-based ag products; retired at merger closing with Bayer AG |
| Monsanto Company | EVP & COO | 2000–2002 (post-IPO 2000; spin-off 2002) | Senior operations leadership during corporate transitions |
| PPG Industries, Inc. | Director; Independent Lead Director | 2005–Dec 2023 | Independent Lead Director since April 2014; governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freeport-McMoRan, Inc. | Director | Since Dec 2021 | Compensation Committee member |
| Invaio Sciences, Inc. (Flagship Pioneering) | Director | Since Feb 2022 | Private company board; agri-science focus |
| CIBO Technologies, Inc. (Flagship Pioneering) | Director | Since Jun 2022 | Private company board; data/technology focus |
| American Academy of Arts & Sciences | Member | N/A | Honorary/recognition |
Board Governance
- Committee assignments: Human Capital Committee (HC) and Nomination & Governance Committee (NG) member; not a chair .
- Independence: Determined independent under Linde’s board standards; only the Chairman (Angel) and CEO (Lamba) are non-independent .
- Attendance: Board held 5 meetings in 2024; nominees collectively attended 98% of board and committee meetings; all directors attended the 2024 AGM .
- Board tenure: Director since 2023; mandatory retirement age is 75 under revised policy .
- Board policies: Limits of up to four other public boards for non-management directors; anti-hedging and anti-pledging policies; annual board effectiveness assessment conducted with favorable results in 2024 .
- Related-party/Conflicts: Company reported no actual or potential conflicts of interest identified for executive officers and directors in 2024; the only disclosed ordinary-course transactions relate to E.ON and another director; none for Grant .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | 40% of base retainer for non-employee directors; paid quarterly |
| Equity Grant (RSUs) – grant-date fair value | $221,943 | One-year vesting RSUs; equity set at 60% of base retainer; March 7, 2024 grant |
| Other Compensation | $40,000 | Company charitable matching above $10,000 threshold disclosure |
| Total 2024 Director Comp (Grant) | $391,943 | Sum of cash, equity fair value, and other compensation |
| 2025 Program Change (effective Feb 1, 2025) | $340,000 base retainer (40% cash/60% equity)* | Increase of $15,000 to base retainer for non-employee directors; chairs/lead independent fees unchanged |
Equity for directors is restricted stock units (RSUs) only; fully vested after one year, with pro-rata payout on early termination except for removal or cause where forfeited .
*Program change is structure guidance; individual 2025 grant values will reflect 60-day average-based share counts as per policy .
Performance Compensation
| Element | Applicable to Directors? | Details |
|---|---|---|
| Annual Performance Cash Bonus | No | Director compensation is retainer-based without annual performance cash bonuses |
| PSUs (ROC/TSR) | No | PSUs are part of executive LTI; director equity is RSUs only |
| Stock Options | No | Options granted to executives, not directors |
- RSU vesting: 1-year cliff; dividends not paid before vest; payout in ordinary shares; directors can elect deferral and receive DSUs, credited with dividend equivalents; DSUs/RSUs paid in shares at deferral payout dates .
- Clawback: Company’s clawback policy applies to performance-based cash and equity of Section 16 officers; not specified for director RSUs .
Other Directorships & Interlocks
| Company | Relationship to Linde | Notes |
|---|---|---|
| Freeport-McMoRan, Inc. | Other public company board | No related-party transactions with Grant disclosed; Compensation Committee service |
| PPG Industries, Inc. | Prior board service | Retired Dec 2023; independent lead director role; no current interlock |
| Invaio Sciences, Inc.; CIBO Technologies, Inc. | Private company boards | No related-party transactions disclosed with Linde |
Linde’s only disclosed ordinary-course related-party relationships pertain to E.ON and another director; Audit Committee reported no conflicts identified in 2024 for executive officers and directors .
Expertise & Qualifications
- Qualification highlights identified by Linde: Foreign markets, operations, international business, technology, risk management, and public company board experience .
- Senior executive track record leading global businesses and overseeing compensation and governance matters (e.g., Monsanto CEO; PPG Independent Lead Director; Freeport-McMoRan Compensation Committee) .
Equity Ownership
| Holder | Ordinary Shares | Stock Units (DSUs/RSUs/Deferred PSUs) | Total | Stock Options (exercisable within 60 days) |
|---|---|---|---|---|
| Hugh Grant | 1,082 | 611 | 1,693 | — |
- Ownership alignment policy: Non-management directors must hold Linde shares equal to at least 5x annual base compensation retainer, to be met within five years; all non-management directors have met or are within the transition period .
- Hedging/Pledging: Prohibited for directors and executive leaders .
- Group ownership: Directors and executive officers as a group (18 persons) held ~0.6% of outstanding shares as of April 1, 2025; no director individually owned >1% .
Governance Assessment
- Effectiveness: Grant strengthens board human capital and governance oversight via active roles on the Human Capital and Nomination & Governance Committees and brings CEO-level operating experience; he is independent and part of a board with strong governance practices (split Chair/CEO, lead independent director, risk oversight, annual evaluations) .
- Engagement: Board/committee attendance was high in 2024 (98% aggregate), and all directors attended the AGM, signaling strong engagement; HC and NG each held five meetings where Grant serves .
- Alignment and incentives: Director pay is standard retainer plus time-vested RSUs, supporting alignment but with limited performance linkage versus executive PSU/option design; RSUs vest after one year and directors may elect deferrals to DSUs; hedging/pledging prohibited; robust ownership guidelines (5x retainer) .
- Conflicts/Red flags: No conflicts identified for directors in 2024; no related-party transactions disclosed for Grant; board has formal conflict review and approval procedures; no Section 16(a) delinquencies reported in 2024 for directors and officers .
- Shareholder signals: Say-on-pay received ~92.7% support at July 2024 AGM, indicating broad investor confidence in compensation governance, though primarily pertaining to executive pay rather than director fees .
Overall, Hugh Grant’s independence, committee roles (HC and NG), prior CEO experience, and clean conflicts profile support board effectiveness; his compensation is conventional and shareholder-aligned through equity ownership requirements and anti-hedging/pledging policies, with no disclosed red flags in 2024 .