Sanjiv Lamba
LINDEAbout Sanjiv Lamba
Sanjiv Lamba is Chief Executive Officer of Linde plc and a director since 2022; he previously served as COO (Jan 2021–Feb 2022) and EVP, APAC (2018–2020), having begun his career at BOC India in 1989 and later serving on the Executive Board of Linde AG . Under his leadership, Linde delivered 2024 sales of $33.0B, adjusted EPS of $15.51 (+9% YoY; +10% ex-FX), a 29.5% adjusted operating margin (+190 bps YoY), and a non-GAAP after-tax ROC of 25.9% with $7.1B returned to shareholders and a $10.4B project backlog . Over five years, Linde’s cumulative TSR rose from $100 to $211 versus the S&P 500 at $197 and S5 Materials at $152, reflecting durable outperformance . Lamba is Co-Chair of the Hydrogen Council and a member of the Business Council, and he serves on no other public company boards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Linde plc | Chief Executive Officer | 2022–present | Led industry-leading margin (29.5%), ROC (25.9%), EPS growth and $10.4B backlog; returned $7.1B to shareholders |
| Linde plc | Chief Operating Officer | 2021–2022 | Prepared CEO succession; sustained operating discipline across segments |
| Linde plc | EVP, APAC | 2018–2020 | Grew APAC and executed project start-ups; positioned for electronics and clean energy demand |
| Linde AG | Executive Board member | Not disclosed | Oversaw global operations/finance; deepened industrial gases expertise |
| BOC India | Managing Director (previously Director of Finance) | Appointed 2001; started 1989 | Built India franchise; finance-led transformation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hydrogen Council | Co-Chair | Current | Strategic decarbonization advocacy; industry coordination |
| The Business Council | Member | Current | Senior executive policy forum |
| Public Company Boards | None | — | No current outside public directorships |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 1,500,000 | Annual rate at 12/31/2024 |
| Target Annual Variable Compensation (% of salary) | 170% | CEO incentive target |
| Non-Equity Incentive Paid ($) | 2,698,070 (for 2024, paid 2025) | Based on corporate payout and goals |
| Corporate Payout Factor (Annual Variable Compensation) | 107.6% of target | Reflects financial and strategic non-financial achievement |
Performance Compensation
Annual Variable Compensation (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement | Payout contribution |
|---|---|---|---|---|---|---|---|
| Sales ($MM) | 20% | 30,792 | 33,289 | 36,916 | 33,082 | 91.5% | 18.3% |
| Net Income ($MM, non-GAAP for comp) | 55% | 6,734 | 7,390 | 8,164 | 7,480 | 111.6% | 61.4% |
| Operating Cash Flow ($MM) | 25% | 8,960 | 9,908 | 11,279 | 9,422 | 48.8% | 12.2% |
| GHG Emissions (MM MT, strategic non-financial) | 25% block; subcomponent 20% | 42.5 | 38.3 | 35.2 | 37.23 | 133.4% | 6.7% |
| Core Values (Safety, Compliance, Sustainability, Inclusion) | Within strategic non-financial | — | — | — | Favorable | — | 160% of target (component) |
| Relative Performance & Strategic Positioning | Within strategic non-financial | — | — | — | Favorable | — | 160% of target (component) |
Notes: Overall Corporate financial payout factor was 91.9%; strategic non-financial components (Core Values and Strategic Positioning) were set at 160% of target, reflecting strong safety, sustainability and productivity outcomes .
Long-Term Incentives (Grant mix and vesting)
| Component | Weight | Vesting/Features | 2024 Grant Detail |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% | 3-year performance; ROC and relative TSR goals; no dividends pre-vest; mandatory post-vest holding to meet ownership guideline | ROC PSUs target 9,610 shares; TSR PSUs target 6,405 shares |
| Stock Options | 30% | 10-year term; exercise price = close on grant date; 3 equal annual tranches; no repricing; post-exercise holding until guideline met | 41,530 options at $465.29 grant price |
| Restricted Stock Units (RSUs) | 20% | 3-year cliff; no dividends pre-vest; post-vest holding until guideline met | 6,405 RSUs |
2025 design update: PSU weighting split evenly between ROC and TSR (25% each); options and RSUs remain 30% and 20% respectively .
PSU Payouts (Performance period 2022–2024, settled March 2025)
| PSU Measure | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted After-Tax ROC | 17.8% | 20.0% | 22.0% | 24.7% | 200% |
| Relative TSR (S&P 500 ex-Financials + Eurofirst 300 blend) | 25th %ile | 50th %ile | 75th %ile | 71st %ile | 184% |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | Ordinary shares: 88,274; stock units: 19,784; total equity interests: 108,058; options exercisable within 60 days: 193,703 |
| Unvested RSUs | 19,755 shares; market value $8,270,826 (at $418.67 12/31/2024) |
| PSUs (target + settled) | Equity incentive unearned/settled: 64,211 shares; market/payout value $26,883,219 (at $418.67) |
| Options Outstanding | Multiple tranches including 41,530 (2024 grant, unexercisable; $465.29), 15,455/30,910 (2023; $354.14), 36,613/18,307 (2022; $270.99), plus prior vested grants |
| 2024 Exercises/Vesting | Options exercised: 25,000; value realized $7,179,750; vested PSUs/RSUs: 21,965 shares; value realized $10,159,911 |
| Ownership Guidelines | CEO required minimum: 6x base salary; all covered individuals in compliance; anti-hedging/anti-pledging policy in effect |
| Clawback | Recapture policy applies to cash incentives and equity; plus cancellation/recovery for misconduct/conflicts/noncompete breaches |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | No individual severance/CIC agreements for NEOs; covered by U.S. Severance Plan |
| Severance (without cause) | Max benefit ~26 weeks base pay, based on service; forfeiture of unvested equity; discretion for additional severance |
| Change-in-Control (CIC) | Double-trigger for equity acceleration (termination without cause or for good reason within 2 years); PSUs convert to RSUs based on higher of target or performance to CIC; no automatic single-trigger vesting; no excise tax gross-ups |
| Potential Payouts (12/31/2024 assumptions) | Involuntary Termination: $28,162,489 (primarily equity); CIC: $39,962,703 (primarily equity); retirement benefit enhancements: $110,458 |
| Pension | Present value: Linde Pension Obligation $5,029,978; U.S. Pension $39,000; SRIP $432,000 |
| Legacy Pension Agreement | Retirement at 65: €20,227 monthly (CPI-adjusted); spousal/children survivor benefits; enhancements on death/disability/involuntary termination |
| Deferred Compensation | Aggregate balance $172,791; Company contributions $56,500; standard plan terms; CIC accelerates payout unless waived |
Board Governance
- Director service: Lamba has been a director since 2022 and is a member of the Executive Committee; as CEO, he is not considered independent .
- Leadership structure: Chairman and CEO roles are split; Lead Independent Director in place with defined responsibilities to ensure independent oversight .
- Committee participation: Executive Committee acts between meetings on investments/transactions within thresholds; other standing committees comprise only independent directors .
- Board refreshment and attendance: Significant refresh since 2022; nominees collectively attended 98% of Board and committee meetings in 2024 .
- Outside board limits: Directors limited to 4 other public boards; CEO limited to 2 other public boards .
- Director compensation: Employee directors (including Lamba) are not paid director compensation .
Compensation Committee Analysis
- Committee composition: Chair Prof. DDr. Ann-Kristin Achleitner; members Hugh Grant, Joe Kaeser, Robert L. Wood .
- Consultant: Pearl Meyer engaged; independence assessed and confirmed in Feb 2024 .
- Philosophy: Target TDC focused at median (50th percentile); substantial pay at risk via annual variable compensation and equity; robust clawback and ownership policies .
- Peer group: Broad large-cap industrials/healthcare/tech set including 3M, Abbott, Honeywell, Deere, Merck, SAP, Thermo Fisher, etc. .
- Risk review: Incentive plans reviewed annually; controls include payout caps, blended metrics, long-term weighting .
Performance & Track Record
| Measure | 2024 Result | Notes |
|---|---|---|
| Sales ($B) | 33.0 | Flat YoY; underlying +2% (price +2%, stable volumes) |
| Adjusted Operating Profit ($B) | 9.7 (+7% YoY) | Adjusted margin 29.5% (+190 bps YoY) |
| Adjusted Diluted EPS ($) | 15.51 (+9% YoY; +10% ex-FX) | Non-GAAP reconciled in 10-K/press |
| Operating Cash Flow ($B) | 9.4 | Capex $4.5B; $7.1B returned to shareholders |
| Project Backlog ($B) | 10.4 | Includes >$2B blue hydrogen supply to Dow (Canada) |
| Pay vs Performance | ROC is most important financial measure linking pay to performance; see PVP tables and graphs | |
| Say-on-Pay (July 2024) | 92.7% approval | Committee considered shareholder feedback |
Performance Compensation – Detailed Table (2024 LTI Grants to CEO)
| Award Type | Grant Date | Approval Date | Units/Options | Exercise/Grant Price | Grant Date Fair Value ($) | |---|---|---:|---:|---:| | Stock Options | 3/7/2024 | 2/27/2024 | 41,530 | 465.29 | 4,677,524 | | RSUs | 3/7/2024 | 2/27/2024 | 6,405 | — | 2,885,773 | | ROC PSUs (target) | 3/7/2024 | 2/27/2024 | 9,610 | — | 4,329,786 | | TSR PSUs (target) | 3/7/2024 | 2/27/2024 | 6,405 | — | 4,258,044 |
Equity Ownership – Outstanding Awards (CEO at 12/31/2024)
| Category | Count | Strike/Notes |
|---|---|---|
| Options exercisable | 15,470; 37,565; 40,995 | $176.63; $173.13; $253.68 |
| Options unexercisable | 18,307; 30,910; 41,530 | $270.99; $354.14; $465.29 |
| Unvested RSUs | 19,755 shares; $8,270,826 market value at $418.67 | |
| Equity incentive unearned/settled | 64,211 shares; $26,883,219 market/payout value |
Governance, Policies, and Related Party
- Independence determinations: Only the Chairman (former CEO) and current CEO not independent; no other relationships impairing director independence disclosed .
- Anti-hedging/anti-pledging: Prohibited for directors and executives; applies regardless of guideline compliance .
- Insider trading and Section 16: Policy disclosed; no delinquent Section 16(a) reports in 2024 .
- Related party: No conflicts identified in 2024; E.ON transactions immaterial per independence standards .
Investment Implications
- Pay-for-performance alignment is strong: material weight on PSUs and options with rigorous ROC and TSR goals; annual variable compensation balances sales, net income, cash flow, and strategic ESG objectives; clawbacks and ownership policies reinforce downside accountability .
- Retention risk mitigated by overlapping 3-year PSU cycles, 3-year RSU cliffs, and 3-year option vesting; double-trigger CIC terms avoid windfalls and preserve alignment; no excise tax gross-ups reduce shareholder-unfriendly optics .
- Potential selling pressure relates to scheduled vesting and option exercises: in 2024, the CEO realized $7.18M from option exercises and $10.16M from PSU/RSU vesting, indicating periodic supply from equity settlements; however, strict ownership requirements and anti-pledging/hedging policies limit adverse alignment concerns .
- Execution track record supports incentive realizations: sustained margin expansion, record ROC, robust cash generation and backlog underpin PSU outperformance (ROC 200%, TSR 184%), suggesting continued incentive value realization if performance persists .