Joe Kaeser
LINDEAbout Joe Kaeser
Independent director of Linde plc since 2021; age 67. Former President & Chief Executive Officer of Siemens AG (2013–2021) and previously Chief Financial Officer (2006–2013), bringing deep operating and financial expertise. At Linde, he chairs the Nomination & Governance Committee and serves on the Human Capital Committee. He currently chairs the Supervisory Boards of Daimler Truck Holding AG and Siemens Energy AG. Linde’s Board has determined him to be independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens AG | Chief Executive Officer | Aug 2013 – Feb 2021 | Led global industrial manufacturing and technology company; brings broad operating experience to Linde |
| Siemens AG | Chief Financial Officer | May 2006 – Aug 2013 | Provides significant financial expertise to Linde’s Board |
| Siemens AG | Chief Strategy Officer | 2004 – 2006 | Strategic planning and portfolio oversight in a complex industrial |
| Siemens AG (Mobile Communications Group) | Chief Financial Officer | 2001 – 2004 | Financial leadership in technology-oriented unit |
| Siemens Group | Various positions | 1980 – 2001 | Progressive leadership roles underpin global operating experience |
External Roles
| Organization | Role | Current/Past | Committee Roles/Notes |
|---|---|---|---|
| Daimler Truck Holding AG | Chairman, Supervisory Board | Current | Chairs Presidential & Remuneration Committee, Mediation Committee, and Nomination Committee |
| Siemens Energy AG | Chairman, Supervisory Board | Current | Supervisory board leadership |
| NXP Semiconductors N.V. | Vice Chairman; Nominating & Governance Committee member | Past (retired Jun 2, 2022) | Board service concluded 2022 |
| Daimler AG | Supervisory Board member; Audit Committee member | Past (until Oct 1, 2021) | Large-cap industrial board experience |
Board Governance
- Independence: Board determined all directors except the Chairman (Angel) and CEO (Lamba) are independent; Kaeser is independent.
- Linde Committees: Chair, Nomination & Governance (five meetings in 2024). Member, Human Capital (five meetings in 2024).
- Board Activity/Attendance: 5 Board meetings in 2024; nominees collectively attended 98% of Board/committee meetings; all directors attended the 2024 AGM.
- Board leadership & controls: Lead Independent Director in place; robust risk oversight through committees and Board reviews.
- Overboarding policy: Non-management directors limited to four other public company boards; Kaeser holds two (within policy).
- Anti-hedging/pledging: Prohibited for directors; director stock ownership guidelines require 5× annual base compensation retainer (equity/equity-based) within five years; all non-management directors have met or are within the transition period.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual base cash retainer (2024) | $130,000 | Paid quarterly |
| Committee chair fee (2024) | $50,000 (NG Chair) | Applies to Nomination & Governance Chair |
| Total fees earned in cash (2024) | $180,000 (Kaeser) | Base + committee chair fee |
| Annual equity grant (2024) | RSUs; target $195,000; grant-date fair value reported $221,943 (per director) | RSUs vest fully after one year from grant (Mar 7, 2024) |
| 2025 program change | Base retainer increased to $340,000 (non-employee directors; 40% cash/60% equity). Lead Independent Director cash retainer to $45,000. Committee chair fees unchanged. | Effective Feb 1, 2025 |
Performance Compensation
| Element | Status | Metric/Terms |
|---|---|---|
| Performance-linked director pay | None disclosed for non-employee directors | Director equity is time-based RSUs (one-year vest), not PSU/option performance awards |
Other Directorships & Interlocks
| Company | Relationship to Linde | Noted Transactions/Conflicts |
|---|---|---|
| Daimler Truck Holding AG (Chair) | External board | No related-party transactions involving Mr. Kaeser disclosed; Board reported no actual/potential conflicts identified for directors in 2024. |
| Siemens Energy AG (Chair) | External board | No related-party transactions involving Mr. Kaeser disclosed; Board reported no actual/potential conflicts identified for directors in 2024. |
Related-party oversight: Audit Committee conflict review framework in place; 2024 review reported no conflicts for executive officers or directors. A small ordinary-course relationship with E.ON SE (another director’s employer) was reviewed and deemed immaterial; nothing indicated for Mr. Kaeser.
Expertise & Qualifications
- Former CEO and CFO of Siemens AG; brings substantial operating, strategy, and financial expertise relevant to Linde’s end markets and geographies. Qualification highlights include Linde end-markets, international business, technology, financial expertise, and risk management.
Equity Ownership
| Holder | Ordinary Shares | Stock Units (DSUs/RSUs/Deferred PSUs) | Total Beneficial + Other Equity Interests | Options |
|---|---|---|---|---|
| Joe Kaeser (as of Apr 1, 2025) | 2,605 | 464 | 2,654 | — |
- Ownership guidelines: Directors must hold shares equal to 5× annual base equity retainer; directors have met or are within the five-year transition window. Hedging and pledging of Linde stock are prohibited.
Governance Assessment
- Board effectiveness: Active engagement as NG Committee Chair and HC Committee member with five meetings each in 2024; strong overall Board/committee attendance (98%) and AGM participation.
- Independence and alignment: Independence affirmed; director pay mix includes a majority equity component (RSUs) and stock ownership policy enhances alignment; anti-hedge/pledge safeguards.
- Compensation governance: Human Capital Committee utilizes independent consultant (Pearl Meyer) and maintains broad benchmarking; shareholder Say-on-Pay support at ~92.7% in 2024 provides a positive governance signal.
- Conflicts/related-party exposure: No conflicts identified for Mr. Kaeser; Board’s reviewed items show no related-party transactions involving him in 2024.
RED FLAGS
- None disclosed regarding conflicts, attendance, or pay anomalies for Mr. Kaeser. His multiple chair roles at large European industrials are within Linde’s overboarding limits; continued monitoring of time commitments is a standard governance focus.