Independent
Tenure on this board
4.3 yrs
Also a director at
Owens Corning (OC)
10 nominees · 3 ballot items.
Elect ten director nominees to the Board; ratify Ernst & Young LLP as independent auditors for 2026; and approve, on an advisory basis, the compensation of the company’s named executive officers (say-on-pay).
Elect ten director nominees named in the proxy statement to serve until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Lincoln Electric’s independent registered public accounting firm for the year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation disclosed for Lincoln Electric’s named executive officers as described in the Compensation Discussion and Analysis and related tables and narrative.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy. Management seeks this endorsement to validate its executive pay program design, which it describes as pay-for-performance with a balanced mix of short-term cash incentives and long-term equity (stock options, RSUs, and performance shares) tied to specific financial and non-financial metrics. The Compensation Committee emphasizes alignment of pay with shareholder interests through performance-based awards, stock ownership guidelines, clawback policies, double-trigger change-in-control protections, and independent consultant review. The proxy provides context that the Committee updated program design for 2025 (greater weighting to performance shares, modified metrics, revised vesting) and implemented an Executive Severance Plan to modernize severance and change-in-control arrangements. Management highlights recent outcomes—e.g., strong adjusted financial performance, historical high approval (97%) on prior say-on-pay—and argues the program appropriately balances retention, incentive, and governance objectives. The Board recommends a FOR vote, arguing shareholder approval signals support for the pay philosophy and helps guide future compensation decisions, while noting the advisory nature of the vote. Material context includes the company’s emphasis on ROIC, adjusted operating income margin expansion, net sales growth and other metrics in incentive plans, and the Committee’s use of peer benchmarking and independent advice. A sophisticated analyst should weigh that the vote is advisory (non-binding), that the Committee retains discretion in program design (including adjustments and special-item treatments), and that historical high shareholder support reduces near-term governance risk but does not eliminate potential concerns about pay quantum, discretion in adjustments, or timing of equity grants. Given the company’s disclosure of compensation mechanics, performance outcomes, and governance safeguards, the proposal is framed as a request for shareholder affirmation of the existing pay framework rather than a change in policy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIAMANT ASSET MANAGEMENT, INC. | 7.0% | 3,839,568 | $956M |
| 2 | BlackRock, Inc. | 5.4% | 2,954,186 | $736M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 2,538,115 | $632M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,459,929 | $613M |
| 5 | STATE STREET CORP | 4.1% | 2,229,197 | $557M |
| 6 | BlackRock, Inc. | 2.9% | 1,615,518 | $402M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 2.6% | 1,404,196 | $350M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 1,156,078 | $288M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.0% | 1,112,507 | $273M |
| 10 | JPMORGAN CHASE CO | 1.6% | 850,669 | $208M |
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