Linda Chapin

About Linda Chapin

Linda S. Chapin is Executive Vice President and Chief Human Resources Officer (CHRO) at UL Solutions (ULS), serving in the role since May 2020. She is age 66, with prior leadership as VP of HR at Johnson Controls (2011–2018) where she led HR integration for the Johnson Controls–Tyco merger; she holds a B.S.W. from Southern Illinois University and currently serves on the Chicago Executive Club Board of Advisors and the Chief Human Resources Officer Council II for The Conference Board . Company performance in 2024 (first year as a public company) included 7.2% revenue growth to $2.9B, operating income up 26% to $462M (16.1% margin), net income up 25% to $345M (12.0% margin), and diluted EPS of $1.62; cumulative total shareholder return (TSR) from IPO pricing date (Apr 12, 2024) to year-end was $143.88 per initial $100 investment, with AOI used in incentives measured at $502M for 2024 .

Past Roles

External Roles

Fixed Compensation

ULS did not disclose CHRO compensation in the 2025 proxy; Linda Chapin is not a named executive officer (NEO), and the Summary Compensation Table covers the CEO, CFO, President of TIC, Chief Operations and Sustainability Officer, and President of Software & Advisory .

Performance Compensation

Company incentive architecture affecting executives:

• Annual Incentive (AEIP) – 2024: Company AOI centralized; segment leaders had blended Company AOI and segment AOI; 2025 shift to adjusted EBITDA (75%) and revenue (25%) to align with profitability and top-line growth .
• Long-Term Incentive (2024 LTIP): PSUs earned on three-year cumulative organic revenue and operating income (50%/50%) with 0–200% payout; RSUs vest ratably over 3 years; special one-time NSO “IPO Growth Grant” with 3-year cliff vest and 10-year term .

2024 AEIP metrics and outcomes:

Vesting schedules (plan terms):

• PSUs: 3-year cliff; settle in stock; dividend equivalents accrue and vest with the award .
• RSUs: 1/3 annually over 3 years; settle in stock; dividend equivalents accrue and vest with the award .
• NSOs (IPO Growth Grant): 3-year cliff on Apr 12, 2027; expire Apr 12, 2034 .

Equity Ownership & Alignment

• Stock ownership guidelines: “Each other executive officer” (role category that includes CHRO) must hold Company stock equal in value to 2× base salary; until met, must retain at least 50% of net shares from equity vesting/exercise. NEOs were in compliance as of Dec 31, 2024; specific compliance for CHRO not disclosed .
• Hedging/pledging: Prohibited for directors, Section 16 officers, employees, household members, and controlled entities (no hedges, short sales, options on Company stock, margin purchases, or pledging) .
• Beneficial ownership: The Security Ownership table lists directors and NEOs; Linda Chapin’s individual holdings are not enumerated in that table .

Employment Terms

• Executive Severance Plan (framework): Two tiers—Tier 1 (CEO) and Tier 2 (other covered executives). Outside change-in-control (CIC) protection period (24 months post-CIC): Tier 1 receives 1.75× (salary+target bonus) over 21 months; Tier 2 receives 1.0× over 12 months; pro-rata AEIP if employed ≥6 months; subsidized benefits and outplacement. During CIC protection period: Tier 1 receives 2.0× in lump sum; Tier 2 receives 1.25× in lump sum; pro-rata AEIP; subsidized benefits and outplacement. Participants are subject to non-compete and non-solicit covenants. Coverage is disclosed for NEOs; CHRO participation was not explicitly disclosed .
• Equity treatment on CIC and termination: Double-trigger continuation for PSUs/RSUs if assumed; conversion mechanics (PSU→RSU) at target or actual achievement depending on timing; NSOs/RSOs vesting rules under CIC and death/disability. Retirement definitions provide continued vesting for PSUs/RSUs under age/service thresholds .
• Clawback policy: Applies to cash/equity incentives; triggers include material restatement, materially inaccurate metrics, risk management failures, actions causing material financial/reputational harm, or fraud; 3-year lookback with repayment/forfeiture .

Performance & Track Record

• Executive leadership stature: ULS announced executive role changes in Aug 2025; the CHRO is listed as a member of the Executive Leadership Team alongside the CEO, CFO, Chief Legal Officer, and business presidents, underscoring centrality in succession and organizational design .
• 2024 operating performance: Revenue $2.9B (+7.2%), operating income $462M (+26%), net income $345M (+25%), operating income margin +240 bps to 16.1%, net income margin +170 bps to 12.0%; net cash from operations $524M .
• TSR (IPO to YE 2024): $143.88 per $100 initial investment; AOI used as core profitability measure in incentives at $502M .

Governance & Policies Relevant to CHRO

• Insider Trading, Hedging & Pledging: Strict prohibitions limit hedging-related misalignment and pledging-related forced selling risk for Section 16 officers (includes CHRO) .
• Compensation governance: Independent HCC Committee; independent consultant (FW Cook); pay-for-performance structure (AEIP, LTIP), double-trigger CIC equity vesting, ownership guidelines, robust clawback .

Investment Implications

• Alignment and selling pressure: Prohibition on hedging/pledging materially reduces misalignment and potential forced selling; stock ownership guidelines requiring 2× salary for executive officers increase long-term alignment and reduce near-term sale risk until guidelines are met .
• Retention and succession: The Executive Severance Plan structure (multiples, benefits, covenants) supports orderly transitions and retention during strategic events; equity award retirement provisions and double-trigger CIC vesting reduce cliff-risk departures but may influence timing of retirements/role transitions among senior executives .
• Compensation-performance linkage: AEIP shifted to adjusted EBITDA (75%) and revenue (25%) in 2025, increasing sensitivity to near-term profitability and growth; LTIP PSUs tied to three-year organic revenue and operating income create multi-year value creation accountability for the leadership cohort that includes HR strategy execution .
• Monitoring signals: CHRO’s Form 4 ownership/sale data were not available in the proxy; monitor SEC filings for any insider transactions, vesting events typical around May 1 (RSUs/PSUs) and April 12 (NSOs) under plan terms to assess potential selling windows, while noting broader prohibitions on derivatives and pledging .

Note: ULS’s 2025 proxy does not provide CHRO-specific pay tables or beneficial ownership; conclusions above rely on disclosed company-wide plans/policies and performance and explicitly cited sources. All Linda S. Chapin-specific compensation, grants, and ownership items not disclosed in cited filings are omitted per disclosure.