Stephen Angel
LINDEAbout Stephen F. Angel
Stephen F. Angel, age 69, has served on Linde’s board since 2018 and is Chairman of the Board since March 1, 2022; he previously served as Linde’s CEO (Oct 2018–Feb 2022) and earlier as Chairman, President & CEO of Praxair (2007–2018) and a senior operating executive at General Electric over 22 years, giving him deep industrial gases and global operating expertise . He is not classified as an independent director (the Board determined only Mr. Angel and the CEO, Mr. Lamba, are non‑independent) . His leadership background provides board-level credibility in strategy, risk oversight, and capital allocation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linde plc | Chief Executive Officer | Oct 2018–Feb 2022 | Led integration and strategy post-merger; successor as Chairman from Mar 1, 2022 . |
| Praxair, Inc. | Chairman, President & CEO | 2007–2018 | Led a major industrial gases company; prior EVP and COO in 2006 . |
| General Electric | Various management positions | ~22 years (pre‑2001) | Senior operating executive experience across global manufacturing . |
External Roles
| Organization | Role | Start/End | Committees/Notes |
|---|---|---|---|
| GE Aerospace | Director | Current | Chair, Management Development & Compensation Committee . |
| GE Vernova | Non‑Executive Chairman | Effective Apr 2, 2024 | Member, Nominating & Governance Committee . |
| PPG Industries | Director | Ended Feb 15, 2024 | Former public company directorship . |
Board Governance
- Independence: Not independent; Board determined only Mr. Angel (Chairman/former CEO) and Mr. Lamba (current CEO) are non‑independent .
- Committee assignments: Chair of the Executive Committee (EX); not listed on Audit, Human Capital, Nomination & Governance, or Sustainability committees in 2024 .
- Board leadership structure: Roles of Chairman and CEO are split; a Lead Independent Director (Robert L. Wood) is appointed to ensure robust independent oversight .
- Chairman responsibilities include chairing Board meetings, calling meetings, liaising with the CEO, and facilitating effective communication between Board and management .
- Attendance: Board held five meetings in 2024; nominees collectively attended 98% of Board and committee meetings .
- Limits on external boards: Directors limited to four other public company boards; governance highlights include majority voting, proxy access, anti‑hedging/pledging, and mandatory retirement age (75) .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Equity (RSUs) ($) | RSU Grant Date | Total ($) |
|---|---|---|---|---|---|
| 2024 | Chairman of the Board | 300,000 | 511,819 (grant‑date fair value) | Mar 7, 2024 | 811,819 |
- Program design (2024): Annual base retainer $750,000 for the Chairman; 40% cash and 60% equity stock compensation; cash paid quarterly . RSUs vest after one year; directors may elect to defer cash fees into DSUs and defer RSU payout; DSUs/RSUs credited with dividend equivalents and settle in ordinary shares .
- 2025 amendment: Base retainer for non‑Chair directors increased to $340,000; Lead Independent Director cash retainer increased to $45,000; Chairman compensation unchanged .
Performance Compensation
- Linde does not link non‑employee director pay to performance metrics; director equity awards are time‑based RSUs and directors do not receive option awards in the director program (Option Awards column shows “—”) .
- Anti‑hedging/pledging and stock ownership requirements support alignment rather than formulaic performance pay for directors .
Other Directorships & Interlocks
| Company | Industry Relationship to Linde | Interlock/Transaction Disclosure |
|---|---|---|
| GE Aerospace | Potential end‑market customer for industrial gases | No related‑party transactions disclosed for Mr. Angel; Board reported no director conflicts identified in 2024 . |
| GE Vernova | Energy infrastructure; potential end‑market linkage | No related‑party transactions disclosed for Mr. Angel; Board reported no director conflicts identified in 2024 . |
| PPG Industries (former) | Materials | Ended Feb 15, 2024 . |
- Board reviewed certain ordinary‑course transactions with E.ON SE (another director’s employer) and found them immaterial; overall, during 2024 “no actual or potential conflicts of interest” were identified for executive officers and directors .
Expertise & Qualifications
- Senior executive track record as Linde CEO, Praxair Chairman/CEO, and GE operating executive; deep insight into industrial gases and global operations .
- Qualifications highlighted across risk management, international business, technology, and public company board experience .
Equity Ownership
| Holder | Ordinary Shares | Stock Units (DSUs/RSUs/Deferred PSUs) | Total Equity Interests | Stock Options (exercisable ≤60 days) | Ownership % of OS |
|---|---|---|---|---|---|
| Stephen F. Angel | 713,808 | 450,463 | 1,164,271 | 999,260 | ≈0.25% (based on 471,294,205 shares outstanding) |
- Directors and executive officers as a group (18 persons) beneficially own ~0.6% of outstanding shares; no individual holds >1% .
- Director stock ownership guideline: Non‑management directors must hold shares equal in value to at least 5× the annual equity retainer; compliance required within five years; all non‑management directors have met or are within transition period .
- Hedging and pledging of Linde stock are prohibited for directors and executives, reinforcing alignment; clawback policy applies to executive incentive compensation (not to director retainer RSUs) .
Governance Assessment
- Independence and oversight: Mr. Angel is non‑independent due to former CEO status, but Linde maintains a split Chair/CEO structure and robust Lead Independent Director role for balance; this mitigates concentration of power and supports investor confidence .
- Engagement: High collective attendance (98%) and a structured oversight cadence across committees (audit, human capital, nomination & governance, sustainability) indicate strong board effectiveness; Angel chairs the Executive Committee and facilitates board‑management communication .
- Alignment: Significant personal ownership (over 1.16 million combined shares/units) and strict anti‑hedging/pledging policies enhance skin‑in‑the‑game; director equity grants are time‑based RSUs, supporting long‑term alignment .
- Compensation structure: Chairman’s pay is predominantly equity‑based under a transparent program benchmarked by an independent consultant (F.W. Cook), with recent adjustments to peer‑aligned director retainer levels; absence of director performance metrics reduces risk of short‑termism .
- Conflicts and red flags: No director conflicts identified in 2024; no related‑party transactions disclosed involving Mr. Angel; insider reporting compliance affirmed; anti‑hedging and anti‑pledging policies in place . Board governance highlights (majority voting, proxy access, retirement age 75, limits on other boards) further support governance quality .