Paula Reynolds

About Paula Rosput Reynolds

Paula Rosput Reynolds (age 68) has served as an independent director of Linde plc since February 27, 2024. She is President & CEO of PreferWest LLC, with a 40+ year career across energy and financial services, and currently chairs National Grid plc and serves on the board of GE Vernova (Chair of Safety & Sustainability). At Linde, she brings deep energy, restructuring, and governance experience aligned to Audit and Sustainability oversight roles .

Past Roles

External Roles

Board Governance

• Independence and service: Linde’s Board determined all directors except the Chairman (Angel) and CEO (Lamba) are independent; Reynolds is independent . The Board held 5 meetings in 2024; nominees collectively attended 98% of Board/committee meetings, and all directors attended the 2024 AGM .
• Committee assignments (2024): Audit Committee (5 meetings) and Sustainability Committee (3 meetings); Reynolds is a member (not chair) of both .
• Roles and limits: Linde separates Chair/CEO and maintains a Lead Independent Director; director service limited to four other public company boards, and Audit Committee members limited to two other public company audit committees unless specifically approved .
• Stock ownership/ethics: Non-management directors must hold ≥5x annual equity retainer; all have met or are within the 5-year transition. Hedging and pledging of Linde stock are prohibited for directors .
• Governance refresh: Retirement age increased to 75 (Oct 2024), consistent with S&P 500 practice .

Fixed Compensation

Performance Compensation

Linde does not use performance-conditioned equity or bonus metrics for non-employee directors. The RSU grant is time-based with 1-year vesting; no options are granted to directors under the director program .

Other Directorships & Interlocks

• Current public company roles: Chair, National Grid plc; Director, GE Vernova (Chair of Safety & Sustainability) .
• Notable interlock: Linde Chairman Stephen Angel is Non-Executive Chairman of GE Vernova (and on its Nominating & Governance Committee), creating a cross-board link with Reynolds at GE Vernova. While not a related-party transaction, this is a governance network tie to monitor for independence perceptions in overlapping oversight settings .
• Board service limits: Reynolds currently serves on two other public company boards, within Linde’s limit of four .

Expertise & Qualifications

• Domain expertise: Energy sector leadership (utility, midstream, generation), restructurings, M&A, and regulated markets; prior roles at AGL Resources, Duke Energy Power Services, AIG (restructuring) .
• Governance credentials: Current board chair (National Grid), prior Senior Independent Director and RemCo Chair at BP plc, GE Company director; broad committee leadership experience (remuneration, safety & sustainability) .
• Fit to Linde committees: Financial acumen and risk oversight support Audit Committee responsibilities; energy transition and safety/environment experience align to Sustainability Committee oversight of decarbonization, clean energy, and environmental programs .

Equity Ownership

Related-Party, Conflicts & Risk Indicators

• Related-party transactions: The Audit Committee’s conflict review found no actual or potential conflicts for directors/executive officers during 2024; specific ordinary-course transactions with E.ON (Director Ossadnik’s employer) were immaterial and within independence thresholds .
• Hedging/pledging: Prohibited for directors and executives; supports alignment .
• Say-on-Pay: 92.7% approval at July 2024 AGM, signaling shareholder support for compensation governance; useful as an overall governance sentiment indicator though not director-specific .
• Option repricing/tax gross-ups: No option repricing without shareholder approval; no excise tax gross-ups under change-in-control policies .

Director Compensation (Reynolds) – 2024 Detail

Program design references: $325k base retainer (40% cash/60% equity) for 2024; RSUs vest after 1 year; 2025 base retainer increased to $340k .

Independence, Attendance & Engagement

• Independence: Independent director under Linde and Nasdaq standards; Board has determined independence for all non-management directors .
• Attendance: Nominees collectively attended 98% of Board and committee meetings in 2024; all directors attended the 2024 AGM .
• Engagement: Linde maintains robust shareholder outreach; Board conducts annual self-evaluation and periodic governance practice reviews .

Governance Assessment

• Strengths
  • Relevant energy transition and risk oversight expertise mapped to Sustainability and Audit committees, enhancing board oversight of decarbonization strategy, safety, and financial controls .
  • Strong alignment policies: 5x ownership guideline; anti-hedging/pledging; transparent director pay structure with balanced cash/equity .
  • No reported conflicts or related-party exposures for Reynolds; robust conflict review procedures .
• Watch items
  • Cross-board interlock at GE Vernova between Reynolds (Director) and Linde’s Chairman Angel (Non-Executive Chair) warrants ongoing monitoring for independence perceptions where information flows or oversight could intersect across companies .
  • Aggregate attendance is strong; continue tracking individual attendance disclosures as tenure progresses (joined Feb 2024) .
• Overall view
  • Reynolds’ background and current roles support Linde’s strategic priorities in clean energy and safety, with committee assignments that leverage her experience. With no identified conflicts and strong alignment mechanisms, her profile is supportive of investor confidence, with the GE Vernova interlock a manageable, disclosed network tie to monitor .