Sean Durbin
LINDEAbout Sean Durbin
Sean F. Durbin was appointed Chief Operating Officer of Linde plc effective October 1, 2025; he is 54 and previously served as EVP North America (from September 1, 2023), EVP EMEA (April 2021–September 2023), and SVP Global Functions (from July 2020), after joining Praxair in 1993 in operations, engineering, project management, business development and sales . Linde’s pay-for-performance framework ties annual and long-term incentives to financial metrics (sales, net income, operating cash flow), ROC, relative TSR, and strategic non-financial goals; 2024 corporate variable compensation paid at 107.6% of target, with PSUs (granted in 2022) vesting at 200% (ROC) and 184% (TSR) based on three-year performance . Linde delivered 2024 sales of $33.0B, 29.5% adjusted operating margin, 10% EPS growth ex-FX, and 25.9% non-GAAP ROC, underpinning incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Linde plc | Chief Operating Officer | Effective Oct 1, 2025 | Mandate to accelerate growth initiatives and operational excellence . |
| Linde plc | EVP, North America | Effective Sep 1, 2023 | Led regional execution and growth across U.S. markets . |
| Linde plc | EVP, EMEA | Apr 2021–Sep 2023 | Managed multi-country operations; senior leadership across Europe . |
| Linde plc | SVP, Global Functions | From Jul 2020 | Oversight of global functions supporting enterprise performance . |
| Linde plc | Business President, Region Europe South | 2019–2020 | Regional leadership driving commercial and operational outcomes . |
| Praxair Canada Inc. | President | 2013–2019 | Country-level P&L and execution in Canada . |
| Praxair, Inc. | Various roles (operations, engineering, project mgmt., BD, sales) | From 1993 | Deep operational/technical foundation; progression to leadership . |
External Roles
- None disclosed in Company filings for Mr. Durbin .
Fixed Compensation
2024 Target Total Direct Compensation (as of Dec 31, 2024)
| Name | Title | Base Salary ($) | Target Annual VC (% salary) | Target Annual LTI ($) | Target Total Direct Compensation ($) |
|---|---|---|---|---|---|
| Sean F. Durbin | EVP, North America | 750,000 | 95% | 2,880,000 | 4,342,500 |
Multi-Year Summary Compensation (Amounts for the year shown)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 668,750 | 693,750 | 737,500 |
| Stock Awards (PSUs/RSUs grant-date fair value) | 1,352,058 | 2,140,162 | 2,658,769 |
| Option Awards (grant-date fair value) | 558,643 | 882,198 | 1,082,374 |
| Non-Equity Incentive Plan Compensation (annual VC paid) | 1,111,864 | 1,167,416 | 859,247 |
| Change in Pension Value | 45,000 | 101,000 | 105,000 |
| All Other Compensation | 1,417,213 | 2,400,307 | 48,575 |
| Total | 5,153,528 | 7,384,833 | 5,491,465 |
2024 Grants of Plan-Based Awards (Selected details)
| Award Type | Grant Date | Shares/Options | Exercise Price ($) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | 3/7/2024 | 9,610 | 465.29 | 1,082,374 |
| RSUs | 3/7/2024 | 1,485 | N/A | 669,067 |
| ROC PSUs (target) | 3/7/2024 | 2,225 | N/A | 1,002,474 |
| TSR PSUs (target) | 3/7/2024 | 1,485 | N/A | 987,228 |
| Annual Variable Cash (Target/Max potential) | N/A | $700,625 / $1,751,563 | N/A | N/A |
Performance Compensation
Annual Variable Compensation (2024) – Corporate metrics and Durbin payout basis
| Metric | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Weight | Payout (% of target) |
|---|---|---|---|---|---|---|
| Sales (GAAP, comp-adjusted) | 30,792 | 33,289 | 36,916 | 33,082 | 20% | 91.5% → 18.3% weighted |
| Net Income (GAAP, comp-adjusted) | 6,734 | 7,390 | 8,164 | 7,480 | 55% | 111.6% → 61.4% weighted |
| Operating Cash Flow | 8,960 | 9,908 | 11,279 | 9,422 | 25% | 48.8% → 12.2% weighted |
| Corporate financial payout factor | — | — | — | — | — | 91.9% |
| Strategic: GHG Emissions (MM MT) | 42.5 | 38.3 | 35.2 | 37.23 | Part of 25% | 133.4% |
| Strategic: Core Values; Relative Positioning | — | — | — | Favorable; set to 160% each | Part of 25% | 160% each |
| Corporate overall VC payout factor | — | — | — | — | — | 107.6% |
| Durbin financial payout basis | Segment (75%) + Corporate (25%) | — | — | — | — | 83.5% weighted |
PSU design and vesting
| PSU Metric | Period | Threshold | Target | Maximum | Vesting/Payout Structure |
|---|---|---|---|---|---|
| ROC (Adjusted after-tax ROC) | 2024–2026 | 25.0% → 50% payout | 26.0% → 100% payout | ≥27.0% → 200% payout | 3-year performance; interpolated payouts; no dividends pre-vest; holding requirements apply . |
| Relative TSR (S&P500 ex-Fin + Eurofirst 300 peer blend) | 2024–2026 | 25th %ile → 25% payout | 50th %ile → 100% payout | ≥75th %ile → 200% payout | Monte Carlo-based; 3-year performance; no dividends pre-vest; holding requirements apply . |
| Actual PSU outcomes (granted 2022; vested Mar 2025) | 2022–2024 | ROC actual 24.7% vs max goal 22.0% → 200% payout | TSR 71st %ile → 184% payout | — | Vested; amounts included in outstanding equity table as settled/earned . |
Key vesting features
- Options: 3 equal annual tranches; 10-year term; no repricing; must retain net shares until guideline met .
- RSUs: 3-year cliff vest; no dividends pre-vest; retention of net shares until guideline met .
- PSUs: 3-year performance; vest only if goals met; no dividends pre-vest; retention requirements apply .
Equity Ownership & Alignment
Beneficial ownership and outstanding equity (as of Apr 1, 2025 and Dec 31, 2024)
| Item | Amount | Notes |
|---|---|---|
| Ordinary Shares owned | 12,788 | Executive officers/directors table. |
| Stock Units (deferred/RSUs/PSUs deferred) | 4,616 | No voting rights; paid in shares at payout . |
| Total units and shares | 17,404 | Sum of above . |
| Stock Options (exercisable within 60 days) | 56,534 | As disclosed . |
| Shares outstanding (reference) | 471,294,205 | As of Apr 1, 2025. |
| Ownership % (Ordinary Shares / Shares outstanding) | ~0.0027% | Computed from 12,788 and 471,294,205 . |
| Unvested RSUs (#; MV) at 12/31/2024 | 4,510; $1,888,202 | Valued at $418.67 close . |
| Unearned PSUs (#; payout value) at 12/31/2024 | 14,621; $6,121,374 | Target+vested mix; payout value basis per table . |
| Options outstanding (selected grants) – Exercisable | 7,795 (2019); 7,045 (2020); 19,070 (2021); 8,263 (2022); 3,513 (2023) | Per-grant counts . |
| Options outstanding – Unexercisable | 4,132 (2022); 7,027 (2023); 9,610 (2024) | Per-grant counts . |
| 2024 option exercises (shares; value) | 12,170; $3,681,182 | Before taxes; value realized . |
Alignment policies and restrictions
- Executive Stock Ownership Guideline: Other executive officers must hold shares equal to 3× base salary; five-year compliance window; all covered executives in compliance as of proxy date .
- Anti-Hedging/Pledging: Executives prohibited from hedging or pledging any Linde stock .
- Clawback: 3-year recovery of excess incentive comp upon restatement; additional forfeiture/recovery for misconduct/conflicts even without restatement .
Employment Terms
Severance and change-in-control economics (programmatic; no individual severance contracts)
| Scenario (as of 12/31/2024) | Severance Benefits | Equity Awards Treatment | Estimated Total (Equity + Benefits) |
|---|---|---|---|
| Involuntary (without cause) | U.S. Severance Plan: up to 26 weeks base pay; requires release; Company discretion to pay additional | Acceleration as per program; RSU/PSU/Option treatment per table below | $3,686,634 (equity acceleration) |
| Change-in-Control (Double Trigger required for vesting acceleration) | No additional severance by CIC; deferred comp accelerates unless waived | Double-trigger only; PSUs convert to RSUs based on higher of target or performance to CIC; then vest on double-trigger | $9,073,242 (equity effects) |
Equity award treatment detail
| Award | Voluntary (w/ age+service met) | For Cause | Death/Disability | Change-in-Control |
|---|---|---|---|---|
| Stock Options | Continue vesting; otherwise forfeited | Forfeited | Immediately vest | No acceleration unless double-trigger occurs |
| RSUs | Vest on 3rd anniversary if age+service met; otherwise forfeited | Forfeited | Pro-rata vest immediately | No acceleration unless double-trigger occurs |
| PSUs | Continue vesting subject to performance if age+service met; otherwise forfeited | Forfeited | Pro-rata vest at target | Convert to RSUs on higher of target/actual-to-date; no acceleration unless double-trigger |
Other terms
- No excise tax gross-ups on CIC (“parachute”) payments .
- Deferred compensation program with stock-unit and fixed income choices; CIC accelerates unless waived .
Investment Implications
- Compensation alignment: High proportion of at-risk pay (options, PSUs, RSUs, annual VC) tied to ROC, TSR, and multi-factor annual goals; 2024 corporate VC 107.6% and PSU max/near-max vesting demonstrate strong execution and shareholder-aligned metrics .
- Retention/overhang: Significant unvested equity (RSUs $1.89M; PSUs $6.12M) and multi-year vesting schedules support retention; double-trigger CIC terms reduce single-trigger windfalls .
- Selling pressure: 2024 option exercises (12,170 shares; $3.68M value) indicate periodic liquidity but anti-hedging/pledging guardrails and ownership guidelines constrain opportunistic selling and require retention until guidelines met .
- Governance and pay risk: No individual severance contracts; severance capped programmatically; robust clawback, no repricing, no tax gross-ups—mitigating governance red flags .
- Execution track record: Durbin’s long-tenured operating background (North America, EMEA, Canada) and promotion to COO signal succession bench strength; Linde’s 2024 financials (29.5% adjusted operating margin; 25.9% non-GAAP ROC) underpin incentive outcomes and forward confidence .