LINCOLN ELECTRIC HOLDINGS INC (LECO)
Sector: Industrials
2026 Annual Meeting Analysis
LINCOLN ELECTRIC HOLDINGS INC · Meeting: April 17, 2026
Directors FOR
8
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Director Nominees to our Board of Directors to serve until the 2027 Annual Meeting or until their successors are duly elected and qualified
Against Analysis
Mr. Chambers is the sitting CEO of Owens Corning and also serves on the Lincoln Electric board, which means he holds an outside board seat as a sitting CEO — our policy votes against sitting CEOs who take on any outside public company board seats, as their primary obligation is to their own company's shareholders.
Mr. Hilton sits on four public company boards simultaneously (Ryder Systems, Regal Rexnord, Jeld-Wen, and Lincoln Electric), which meets the overboarding threshold under our policy of 4 or more seats for a non-executive director, raising concerns about whether he has sufficient time and attention for each board.
For Analysis
Mr. Espeland is a retired CFO with strong financial credentials, serves as Lead Independent Director, holds only one other public board seat (well within limits), and LECO's 3-year TSR of +60% outperforms the peer median of +50.9% by +9.1 percentage points, far below the 65-point trigger threshold needed to vote against a director.
Ms. Falotico joined the board in February 2025, placing her within the 24-month new-director exemption from the TSR trigger; she holds two other public board seats (within limits for a non-CEO director), and her background in global operations and financial services is relevant to LECO's business.
Ms. Fetch joined in 2023 and has no other public board seats; her tenure at Cummins in global operations and supply chain is directly relevant to LECO's industrial manufacturing business, and LECO's strong positive 3-year TSR does not trigger any performance concerns.
Mr. Goris serves as Audit Committee Chair with deep CFO-level financial expertise, holds no other public board seats, and LECO's outperformance of its peer group over three years provides no basis for a performance-based concern.
Mr. Hedlund is LECO's CEO and Chairman, joined the board in January 2024 (within the 24-month new-director exemption from the TSR trigger), holds no outside public board seats, and the Say on Pay vote is separately evaluated; no independent director-election trigger applies.
Mr. Howze joined in 2023, holds one other public board seat (Dover Corporation), well within limits, and brings relevant manufacturing, supply chain, and governance experience from Deere & Company; LECO's peer-relative TSR performance does not trigger any concern.
Ms. Lincoln has served since 1995 and holds no other public board seats; while her long tenure is noted, LECO's 3-year TSR of +60% outperforms the peer median by +9.1 percentage points — far below the 65-point threshold required to trigger a vote against a director with strong positive absolute returns — so no TSR concern applies.
Dr. Patel has served since 2018, holds no other public board seats, and brings relevant innovation and materials science expertise; LECO's outperformance of its peer group over the 3-year period does not trigger any performance-based concern.
The 10-director slate is largely supportable. Two directors are flagged: Brian Chambers is a sitting CEO who serves on the LECO board as an outside director — our policy votes against sitting CEOs who hold any outside public company board seats, as their first obligation is to their own shareholders. Michael Hilton holds four simultaneous public board seats, meeting the overboarding threshold. The remaining eight directors pass all policy screens, and LECO's 3-year TSR of +60% outperforms the peer median of +50.9% by +9.1 percentage points, well below the 65-point underperformance threshold needed to trigger performance-based votes against directors.
Say on Pay
✓ FORCEO
Steven B. Hedlund
Total Comp
$8,394,536
Prior Support
97%%
CEO total compensation of approximately $8.4 million is consistent with expectations for a large-cap industrial company of LECO's size and the company's strong performance record (record adjusted EPS of $9.87, 30% TSR in 2025, top-quartile ROIC). The pay structure is heavily performance-oriented — 87% of CEO target pay is at risk, with long-term incentives weighted 50% toward performance shares tied to measurable multi-year financial goals (net sales growth, operating margin expansion, and ROIC), which are long-term metrics favored by our policy. LECO's 3-year TSR of +60% outperforms the peer median of +50.9%, variable pay is well-aligned with shareholder outcomes, and shareholders gave 97% support to the program at the prior annual meeting, signaling broad satisfaction with the compensation structure.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a company of LECO's size and global complexity; the proxy filing does not disclose auditor tenure or a fee breakdown in the text provided, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed, and our policy instructs a FOR vote when tenure cannot be confirmed; no material restatements are disclosed.
Overall Assessment
Lincoln Electric's 2026 annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory say-on-pay vote. The compensation program earns a FOR on strong pay-for-performance alignment, and the auditor ratification passes all available screens; two directors — sitting CEO Brian Chambers (overboarding as an outside director) and Michael Hilton (four simultaneous public board seats) — receive AGAINST votes under our policy, while the remaining eight nominees are supportable.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing