Victoria Ossadnik
LINDEAbout Dr. Victoria E. Ossadnik
Independent director of Linde plc since 2018, age 56, and a senior operating executive focused on digital transformation and utilities. She is Member of the Management Board and Chief Operating Officer – Digital at E.ON SE (effective April 1, 2021), with prior leadership roles at E.ON Energie Deutschland (CEO), Microsoft Deutschland, and Oracle Deutschland; her board credentials emphasize technology, operations, international markets, and risk management . Education not disclosed in the proxy; core governance credentials include Audit Committee and Nomination & Governance Committee service and independence designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E.ON SE | Member of Management Board; COO – Digital | Apr 1, 2021 – present | Digitization leadership; technology and operations oversight |
| E.ON Energie Deutschland GmbH / Holding | Chief Executive Officer | Apr 2018 – Apr 2021 | Led largest electricity supply company in Germany |
| Microsoft Deutschland GmbH | Board of Management Member; later VP Enterprise Services Delivery | 2011 – 2016 (Board); 2016 – 2018 (VP) | Enterprise services execution; technology operations |
| Oracle Deutschland GmbH | Head of Technology Consulting (Northern Europe); Board of Management Member | 2003 – 2011; Board appt. 2007 | Technology consulting leadership; board-level oversight |
| CSC Ploenzke AG (JV with Dachser) | Chief Executive Officer | 1999 – 2003 | CEO leadership; digital/tech delivery |
| SCANLAB GmbH | Early career | Began 1996 | Technology/engineering foundations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Münchener Rückversicherungs-Gesellschaft AG (Munich Re) | Supervisory Board Member | Since Apr 2024 | Audit Committee member |
| E.ON SE | Management Board Member (COO – Digital) | Since Apr 1, 2021 | Digital operations leadership |
| Commerzbank AG | Supervisory Board Member | Until May 2021 | Committee for Digitalization & Technology |
| Linde AG | Supervisory Board Member | 2016 – 2019 | Governance oversight |
| innogy SE | Supervisory Board Member | 2019 – 2020 | Governance oversight |
Board Governance
- Independence: Designated independent director; Board determined ordinary-course dealings with E.ON SE are not material and do not impair independence .
- Committee assignments: Audit Committee and Nomination & Governance Committee; not a chair .
- Committee meeting cadence: Audit (5 meetings in 2024) and Nomination & Governance (5 meetings in 2024) .
- Attendance: Board held 5 meetings in 2024; nominees collectively attended 98% of Board and committee meetings; all directors attended the 2024 AGM .
- Tenure: Director since 2018 .
- Lead Independent Director: Robert L. Wood .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | 40% of $325,000 base retainer for non-employee directors |
| Committee chair fees | N/A (not a chair) | Chair fees: AC $60,000; HC/NG/SC $50,000; LID $35,000 in 2024 |
| Other cash | $0 | No meeting fees disclosed |
| Total cash | $130,000 | 2024 actuals for Dr. Ossadnik |
Program change (effective Feb 1, 2025): Non-employee director base retainer increased to $340,000 (40% cash/60% equity); Lead Independent Director retainer increased to $45,000; chair fees unchanged .
Performance Compensation (Director Equity – 2024)
| Grant Type | Grant Date | Grant Value (GAAP FV) | Vesting | Terms |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Mar 7, 2024 | $221,943 | Fully vested after 1 year | Paid in ordinary shares 1:1; prorated payout on early termination (except removal by shareholders/for cause) |
- Equity mix and sizing: Directors receive equity equal to 60% of base retainer; for non-chair directors this was nominally $195,000 in 2024 but grant-date fair value reported as $221,943 due to pricing methodology (60-day average vs grant-date price) .
- Deferral program: Directors may defer cash fees into DSUs and defer RSU payout; DSUs/RSUs accrue dividend equivalents and pay out solely in shares at elected dates .
- Options and performance-linked equity: No stock options granted to directors; awards are time-based RSUs (no performance metrics for director equity) .
Other Directorships & Interlocks
| Company | Relationship to LIN | Details |
|---|---|---|
| E.ON SE | Executive officer at customer/supplier | Linde sales to E.ON: $0.2m (2022), $0.7m (2023), $0.4m (2024); purchases from E.ON: $0.08m (2022), $1.0m (2023), $0.9m (2024); each <1% of LIN or E.ON consolidated revenues; independence maintained |
| Munich Re | Supervisory Board | Appointed Apr 2024; Audit Committee member |
| Commerzbank AG | Former Supervisory Board | Served until May 2021; Digitalization & Technology Committee |
| Linde AG | Former Supervisory Board | 2016–2019 |
| innogy SE | Former Supervisory Board | 2019–2020 |
Expertise & Qualifications
- Qualifications highlight: Technology, operations, international business, risk management, and public company board experience .
- Digital leadership: Provides counsel on technology use and digitization in Linde’s operations, informed by senior roles at E.ON, Microsoft, and Oracle .
- Utilities/end-markets exposure: Senior leadership across European utility markets supports oversight of key Linde end-markets .
Equity Ownership
| As of | Ordinary Shares | Stock Units (DSUs/RSUs/vested PSUs) | Stock Options | Total |
|---|---|---|---|---|
| Apr 1, 2025 | 3,335 | 464 | — | 3,799 |
- Ownership concentration: No director owned ≥1% of LIN; directors and executives (18 persons) owned ~0.6% in aggregate .
- Director stock ownership guidelines: Must hold LIN shares equal to ≥5x annual equity retainer; compliance required within 5 years; all non-management directors have met or are within the transition period .
- Hedging/pledging: Prohibited for directors and executive leaders .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filings | Company believes all directors/officers complied with filing requirements in 2024; no delinquent reports noted |
Governance Assessment
- Independence and conflicts: Ordinary-course transactions with E.ON SE (where she is an executive officer) were immaterial relative to both companies’ revenues and below Board independence thresholds; the Board concluded no impairment of her independence. This mitigates related-party risk while preserving sector-relevant expertise .
- Board effectiveness: Active service on Audit and Nomination & Governance committees with robust meeting cadence (each met 5 times in 2024). The Board reported 98% attendance by nominees and full AGM attendance, supporting engagement and oversight quality .
- Compensation alignment: Director pay is balanced 40% cash/60% equity, with time-based RSUs that vest in one year; use of F.W. Cook for benchmarking and 2025 retainer refresh signals market alignment without excessive guarantees or options. No performance-linked metrics apply to director equity, consistent with governance best practice for director independence .
- Ownership alignment: Explicit director ownership guideline (≥5x annual equity retainer), anti-hedging/pledging prohibitions, and reported compliance enhance investor alignment and reduce agency risk .
- RED FLAGS: None identified in proxy for Ossadnik. No related-party transactions beyond immaterial E.ON dealings; no hedging/pledging permitted; Section 16 compliance noted; attendance strong; no chair role cash uplifts or unusual perquisites disclosed .