Robert Wood
LINDEAbout Robert L. Wood
Lead Independent Director at Linde plc; age 71; director since 2018. Partner at The McChrystal Group; former Chairman, President & CEO of Chemtura; previously senior executive at Dow Chemical (business group president for Thermosets and Dow Automotive). Determined independent by the Board; serves as Lead Independent Director with defined responsibilities to enhance independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The McChrystal Group | Partner; leadership development | Current (not dated) | Leadership advisory for business organizations |
| Chemtura Corporation | Chairman, President & CEO | 2004–2008 | Led global specialty chemicals operations |
| Dow Chemical Company | Business Group President, Thermosets & Dow Automotive; prior senior roles | From Nov 2000 (end date not disclosed) | Managed large businesses in key Linde end markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MRC Global Inc. | Director; Chairman of the Board | Until Nov 4, 2024 | Board leadership |
| Univar Inc. | Director | Until Aug 2023 | Board member |
| Praxair, Inc. | Director; Lead Director; Chair, Nomination & Governance Committee | 2004–2018 | Governance leadership |
| Jarden Corporation | Director; Chair, Audit Committee; member, Nominating & Policies Committee | Not dated | Audit and governance oversight |
| American Plastics Council | Chairman | Not dated | Industry leadership |
| American Chemistry Council | Chairman | Not dated | Industry leadership |
| U.S. Olympic & Paralympic Committee | Member | Not dated | Governance in sports sector |
Board Governance
- Independence: The Board determined all directors except the Chairman (Angel) and CEO (Lamba) are independent; Wood serves as Lead Independent Director .
- Lead Independent Director responsibilities include approving agendas/schedules with the Chairman, chairing meetings in Chairman’s absence, calling/executive sessions of independent directors, liaising with independent directors, and communicating with shareholders in consultation with the Chair/CEO .
- Attendance: Board held 5 meetings in 2024; nominees collectively attended 98% of Board and committee meetings; all directors attended the 2024 AGM .
| Committee | Membership | Chair? | 2024 Meetings | Key oversight areas |
|---|---|---|---|---|
| Human Capital Committee | Member | No | 5 | Executive compensation, succession, incentive plan risk, safety/D&I oversight |
| Nomination & Governance Committee | Member | No | 5 | Director selection, board practices, governance and public policy |
| Executive Committee | Member | No | 0 | Acts between Board meetings on specified thresholds (investments, financing) |
Fixed Compensation
- Program structure (2024): Annual base retainer $325,000 for non-employee directors (40% cash, 60% equity); Lead Independent Director receives additional $35,000 cash; equity grants delivered as RSUs vesting after one year; Chairman’s retainer $750,000 (40/60) .
- 2025 amendments: Base retainer increased to $340,000 (40/60); Lead Independent Director cash retainer increased to $45,000; chair retainers unchanged .
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $165,000 |
| Stock awards (RSUs, grant date fair value) | $221,943 |
| Option awards | — |
| Non-equity incentive plan compensation | — |
| All other compensation | — |
| Total | $386,943 |
| Director compensation elements | 2024 values | 2025 amendment |
|---|---|---|
| Base retainer (non-employee directors) | $325,000 (40% cash / 60% equity) | $340,000 (40% cash / 60% equity) |
| Lead Independent Director retainer | $35,000 cash | $45,000 cash |
| RSU grant (non-Chair directors) | Target $195,000; grant date fair value $221,943 (Mar 7, 2024) | |
| RSU vesting | Fully vested after one year; prorated on early termination (except removal for cause) | |
| Director deferral program | Cash fees can be deferred into DSUs; RSU payouts may be deferred; DSUs/deferred RSUs credited with dividend equivalents; paid in shares |
Performance Compensation
| Performance-linked elements for directors | Disclosed metrics |
|---|---|
| None for non-management director pay; RSU grants vest time-based (one year); no director bonus metrics disclosed | Time-based vesting only; no performance goals for director RSUs |
Other Directorships & Interlocks
| Company/Association | Relationship to Linde | Potential interlock/conflict note |
|---|---|---|
| MRC Global; Univar | Former directorships in industrial/supply chain sectors | No related-party transactions disclosed involving Wood; Board reported no actual/potential conflicts in 2024 |
| Praxair (pre-merger) | Prior lead director at a legacy industrial gases company | Historical role; Linde disclosed no conflicts in 2024; independence affirmed |
| ACC/APC; USOPC | Industry/non-profit roles | Governance/industry leadership; no Linde-related transactions disclosed |
Expertise & Qualifications
- Former CEO of Chemtura and senior executive at Dow; deep chemicals sector operating experience across Linde end markets .
- Prior lead director and governance chair (Praxair); audit committee chair (Jarden) — strong board governance and audit oversight experience .
- Serves as Lead Independent Director at Linde, bringing independent oversight and shareholder engagement credentials .
Equity Ownership
| As of | Ordinary Shares | Stock Units (DSUs/RSUs/vested PSUs) | Stock Options (exercisable within 60 days) |
|---|---|---|---|
| April 1, 2025 | 14,464 | 2,842 | — |
- Director ownership guideline: At least 5x annual base compensation retainer in equity; directors have met or are within the five-year transition period to comply .
- Hedging/Pledging: Prohibited for directors; aligns interests with shareholders .
Governance Assessment
- Board effectiveness: Independent Lead role with robust responsibilities; strong committee participation (HC, NG, EX); Board held 5 meetings in 2024 with 98% aggregate attendance; all directors attended the 2024 AGM — supports engagement and oversight quality .
- Conflicts/related-party: Company reported no actual or potential conflicts involving executives or directors in 2024; related-party E.ON transactions immaterial and below independence thresholds (not involving Wood) .
- Compensation alignment: Director pay is balanced cash/equity with time-based RSUs; ownership guidelines and anti-hedging/pledging strengthen alignment; deferral program available to reinforce equity exposure .
- Shareholder signals: No poison pill; majority voting with resignation policy; proxy access; retirement age set at 75; active shareholder engagement with 92.7% Say-on-Pay approval in July 2024 — supportive governance posture .
- RED FLAGS: None disclosed for Wood — no related-party exposure, no hedging/pledging, and strong independence; Executive Committee had 0 meetings in 2024, limiting inter-meeting actions; monitor future external board roles for potential interlocks .