LECO.NASDAQLincoln Electric Holdings INC

DEF: Lincoln Electric: 2026 Proxy Outlines 2030 Vision, Governance

Sentiment:

Proxy Statement 19 March 2026 7:31 AM

📋All filings for Lincoln Electric Holdings INC

Lincoln Electric's 2026 Proxy Statement details proposals for its Annual Meeting, including director elections, auditor ratification, and executive compensation, alongside outlining its new RISE Strategy and ambitious 2030 financial and sustainability targets.

Better than expectedAchieved record sales, adjusted operating income margin, and adjusted EPS in 2025 despite soft demand and declining volumes.Successfully completed the 'Higher Standard 2025 Strategy', meeting or exceeding most financial targets, including Sales CAGR (11% vs. high single-digit to low double-digit goal), Average Adjusted Operating Income Margin (16% vs. 16% goal), Adjusted EPS CAGR (19% vs. high-teens to low-20% goal), and Average Adjusted ROIC (21.9% vs. 18-20% goal).Exceeded 2025 sustainability goals for water use reduction (39% vs. 14% goal) and greenhouse gas emissions reduction (19% vs. 10% goal) compared to the 2018 baseline.The 2023-2025 Performance Shares paid out above target (115.0%), driven by maximum ROIC performance (100th percentile vs. 65th percentile target) and above-threshold Adjusted Net Income growth.

Summary

The Annual Meeting of Shareholders will be held on Friday, April 17, 2026, at 11:00 AM ET, to vote on the election of 10 Director Nominees, the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026, and the advisory approval of named executive officer (NEO) compensation.
Lincoln Electric generated $4.2 billion in sales in 2025, an increase of approximately 6%, driven by 2.5% organic sales growth and 2.7% from acquisitions.
The company achieved a record adjusted operating income margin of 17.6% and record adjusted earnings per share of $9.87 in 2025, alongside a near-record $661 million in cash flow from operations and a 97% cash conversion ratio.
The 'Higher Standard 2025 Strategy' was successfully completed, with substantially all financial targets achieved and strong progress made across safety and environmental goals.
A new 'RISE Strategy' has been introduced with ambitious 2030 targets, including high single-digit to low double-digit sales Compound Annual Growth Rate (CAGR), a 19% average adjusted operating income margin, mid-teens adjusted EPS CAGR, 16% to 17% average operating working capital ratio, and 18% to 20% average adjusted return on invested capital.
Integrated 2030 sustainability goals include a targeted reduction in greenhouse gas emissions, sourcing 20% of energy from renewable sources, and completing lifecycle analyses for ten large product families.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong performance report, highlighting the company's resilience and strategic execution in a challenging environment, coupled with ambitious and well-defined future targets. The strong financial results and achievement of prior strategic goals are highly positive, though the miss on some non-financial metrics and operating working capital ratio are minor concerns.

Positives

Achieved record sales of $4.2 billion in 2025, representing a 6% increase, with 2.5% organic sales growth and 2.7% from acquisitions.
Delivered a record adjusted operating income margin of 17.6% and a record adjusted earnings per share of $9.87 in 2025.
Generated a near-record $661 million in cash flow from operations and maintained a strong 97% cash conversion ratio in 2025.
Achieved top-quartile adjusted return on invested capital at 21.3% and a 30% total shareholder return in 2025.
Successfully completed the 'Higher Standard 2025 Strategy' (2020-2025), meeting or exceeding most financial targets, including an 11% Sales CAGR (vs. high single-digit to low double-digit goal) and a 21.9% Average Adjusted Return on Invested Capital (vs. 18-20% goal).
Made strong progress on 2025 safety and environmental goals, including a 39% reduction in water use (vs. 14% goal) and a 19% reduction in greenhouse gas emissions (vs. 10% goal) compared to the 2018 baseline.
Received multiple industry recognitions in 2025, including 'World's Most Trustworthy Companies' by Newsweek, 'One of the World's Most Ethical Companies' by Ethisphere (7x honoree), and 'America's Best Mid-Size Company' by TIME.
Shareholders demonstrated significant support for the executive compensation program with a 97% approval rate in the 2025 advisory 'say-on-pay' vote.
Maintains strong corporate governance practices, including a Board composed of 9 independent Directors out of 10 nominees, a Lead Independent Director, annual Board and committee self-evaluations, and robust stock ownership guidelines for Directors and NEOs.

Negatives

Experienced soft demand in many end markets and geographies in 2025, attributed to lower industrial activity and capital spending.
Volumes declined approximately 4% in 2025.
The non-financial metrics component of the 2025 annual bonus calculation received a 0% rating, as only one out of five targets was met or exceeded.
The Average Operating Working Capital Ratio for the 'Higher Standard 2025 Strategy' was 17.9% in 2025, missing the 15% goal.

Risks

General economic, financial, and market conditions.
The effectiveness of commercial and operating initiatives.
The effectiveness of information systems and cybersecurity programs.
The presence of artificial intelligence technologies.
The completion of planned divestitures.
Interest rates.
Disruptions, uncertainty, or volatility in the credit markets that may limit access to capital.
Currency exchange rates and devaluations.
Adverse outcome of pending or potential litigation.
Actual costs of rationalization plans.
The ability to complete acquisitions, including the successful integration of acquired businesses.
Market risks and price fluctuations related to the purchase of commodities and energy.
Global regulatory complexity.
The effects of changes in tax law.
Tariff rates in the countries where the Company conducts business.
The Company's ability to achieve its sustainability-related targets and goals due to technical and operating factors, assumptions not being realized, the outcome of current and future scientific research efforts and technological developments, and evolving sustainability strategies and best practices.
Possible effects of events beyond the Company's control, including geopolitical conflicts, political unrest, acts of terror, natural disasters, and pandemics, on the Company or its customers, suppliers, and the economy in general.

Future Outlook

Lincoln Electric is pursuing accelerated growth, higher profit performance, cash generation, earnings, and shareholder returns through its new RISE Strategy. This strategy focuses on reimagining work for efficiency, innovating to differentiate value, serving customers better, and elevating employee impact. The company aims for high single-digit to low double-digit sales CAGR, a 19% average adjusted operating income margin, mid-teens adjusted EPS CAGR, 16-17% average operating working capital ratio, and 18-20% average adjusted return on invested capital by 2030. Sustainability goals are integrated, targeting reduced greenhouse gas emissions, 20% renewable energy sourcing, and lifecycle analyses for ten product families.

Management Comments

Our Mission: BE THE ESSENTIAL LINC TO HELP CUSTOMERS BUILD BETTER.
Our Anchoring Principle: The Golden Rule – Treating others how you would like to be treated.
We appreciate your continued confidence in Lincoln Electric! (Steven B. Hedlund, Chairman and Chief Executive Officer)
Our 2025 results demonstrated our business resilience, the advantage of our team's customer-first approach, the agility of our operations, our financial discipline, and our commitment to developing innovative solutions through the cycle that drive productivity, quality, sustainability, and safety in their operations.
We believe our initiatives and incentives are aligned with our stakeholders and have demonstrated a track record of superior value creation for our shareholders.

Industry Context

StockSavvy.ai notes that Lincoln Electric's focus on innovation, process automation, and sustainable solutions aligns with broader industrial trends emphasizing efficiency, advanced manufacturing, and environmental responsibility. The company's diversified portfolio and global footprint position it to capitalize on both secular growth in automation and cyclical tailwinds in key end markets like energy and heavy industries. The integration of sustainability metrics into compensation and strategic goals reflects a growing industry-wide commitment to ESG factors, enhancing long-term resilience and stakeholder value.

Comparison to Industry Standards

Achieved a 30% Total Shareholder Return in 2025, outperforming the S&P 400 Index's 20.3% TSR for the same period.
Achieved top-quartile adjusted return on invested capital at 21.3% in 2025, aligning with its goal of 18-20% (top quartile vs. proxy peers).
For the 2023-2025 Performance Shares cycle, the three-year average ROIC for Compensation Purposes was at the 100th percentile compared to its proxy peer group, significantly exceeding the 65th percentile target.
The 2030 target for Average Operating Working Capital Ratio (16% to 17%) aims for top decile performance versus proxy peers.
The 2030 target for Average Adjusted Return on Invested Capital (18% to 20%) aims for top quartile performance versus proxy peers.
The proxy peer group for compensation benchmarking includes industrial corporations such as Ametek Inc., Dover Corporation, Flowserve Corporation, Fortive Corporation, Graco Inc., IDEX Corporation, Ingersol Rand Inc., ITT Inc., Kennametal Inc., Nordson Corporation, Regal Rexnord Corporation, Snap-On, Inc., The Timken Company, Woodward Inc., and Xylem Corporation.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Phillip J. Mason	N/A	April 17, 2026	Retirement due to mandatory retirement policy.
Chairman of the Board	N/A	Steven B. Hedlund	January 1, 2025	Appointment.
Executive Vice President, President, Americas Welding	N/A	Michael J. Whitehead	March 1, 2025	Promotion to Senior Vice President, Americas Welding, with a corresponding increase in base salary.
Director	Kellye L. Walker	N/A	April 24, 2025	Retirement from the Board.
Director	N/A	N. Joy Falotico	February 19, 2025	Appointment to the Board.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment

Related Party Transactions

The Company did not have any related-party transactions that required Audit Committee approval in 2025.

Stakeholder Impact

**Shareholders**: Directly impacted by the proposals to be voted on at the Annual Meeting. The new RISE Strategy and 2030 targets aim for long-term value creation, building on strong 2025 financial performance and a 30% total shareholder return.
**Employees**: The company fosters an incentive and results-driven culture, prioritizing engagement, professional growth, and development. Non-financial metrics for compensation include employee engagement and talent mobility initiatives.
**Customers**: Benefit from the company's commitment to market-leading, innovative solutions that drive productivity, quality, and safety. The RISE Strategy emphasizes serving customers better and exceeding industry standards.
**Suppliers**: Engaged through a shared commitment to responsible, safe, compliant, and efficient operations.
**Communities**: The company acts as a responsible and engaged partner, focused on helping industry and neighbors thrive, with sustainability goals aimed at reducing environmental impact.

Next Steps

Shareholders will vote on the election of 10 Director Nominees, the ratification of Ernst & Young LLP as the independent registered public accounting firm, and the advisory approval of NEO compensation at the Annual Meeting on April 17, 2026.
The company will continue the execution of its new RISE Strategy, aiming to achieve its 2030 financial and sustainability targets.
The Board will appoint a new Chair of the Finance Committee at its April 2026 meeting following Mr. Mason's retirement.
The Compensation and Executive Development Committee will continue to review compensation policies and decisions, considering shareholder feedback from the say-on-pay vote.
New retirement vesting provisions for equity awards, requiring six months notice, will apply to grants made commencing in February 2026.

Key Dates

Date	Description
1995-01-01	Kathryn Jo Lincoln became a Director.
1996-01-01	Kathryn Jo Lincoln became Board Chair of the Lincoln Institute of Land Policy.
2010-01-01	Michael F. Hilton became President and Chief Executive Officer of Nordson Corporation.
2012-01-01	Curtis E. Espeland became a Director.
2012-01-01	Phillip J. Mason retired from Ecolab, Inc.
2012-01-01	Michael F. Hilton became a Director of Ryder Systems, Inc.
2013-01-01	Phillip J. Mason became a Director.
2014-01-01	Curtis E. Espeland became Executive Vice President and Chief Financial Officer of Eastman Chemical Company.
2015-01-01	Michael F. Hilton became a Director.
2016-01-01	N. Joy Falotico became Chief Executive Officer of Ford Motor Credit Company.
2016-01-01	Phillip J. Mason became a Director of GCP Applied Technologies.
2017-01-01	Patrick P. Goris became Senior Vice President and Chief Financial Officer of Rockwell Automation.
2018-01-01	N. Joy Falotico became President of The Lincoln Motor Company and Ford Motor Company's Chief Marketing Officer.
2018-01-01	Patrick P. Goris became a Director.
2018-01-01	Ben P. Patel became a Director.
2018-01-01	Curtis E. Espeland became Lead Independent Director.
2018-01-01	Bonnie J. Fetch joined Cummins Inc.
2019-01-01	Michael F. Hilton retired from Nordson Corporation.
2019-01-01	Michael F. Hilton became a Director of Regal Rexnord Corporation.
2019-01-01	Brian D. Chambers became President and Chief Executive Officer of Owens Corning.
2020-01-01	Brian D. Chambers became Chair, President and Chief Executive Officer of Owens Corning.
2020-01-01	Patrick P. Goris joined Carrier Global Corporation.
2020-01-01	Marc A. Howze became Group President, Lifecycle Solutions and Chief Administrative Officer at Deere & Company.
2021-01-01	N. Joy Falotico became a Director of Alliant Energy.
2022-01-01	Brian D. Chambers became a Director.
2022-01-01	N. Joy Falotico became a Director of Lineage Holdings.
2023-01-01	Bonnie J. Fetch became a Director.
2023-01-01	Marc A. Howze became a Director.
2023-01-01	Ben P. Patel became Chief Innovation and Science Officer at Smurfit Westrock.
2023-08-01	Michael F. Hilton became a Director of Jeld-Wen.
2023-10-01	Median employee for CEO pay ratio determined based on total cash and equity compensation paid to active employees as of this date.
2023-12-29	Stock ownership guideline share floor amount reset to $217.46 per share.
2024-01-01	Steven B. Hedlund became Chief Executive Officer and a member of the Board.
2024-01-01	Marc A. Howze retired from Deere & Company.
2024-02-24	Form 8-K filed disclosing material nonpublic information.
2024-04-08	Susan C. Edwards received an equity award.
2024-04-24	Kellye L. Walker retired from the Board.
2024-07-01	Compensation Committee reviewed its peer group and added Dover Corporation, Fortive Corporation, and Ingersol Rand Inc. for the 2025 compensation planning cycle.
2025-01-01	Steven B. Hedlund appointed Chairman of the Board.
2025-01-01	NEO base salaries became effective.
2025-02-19	N. Joy Falotico appointed to the Board and received an initial RSU grant.
2025-02-19	Stock option grants made to NEOs.
2025-02-25	Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.
2025-03-01	Michael J. Whitehead's base salary increase became effective in connection with his promotion to Senior Vice President, Americas Welding.
2025-07-01	Compensation Committee reviewed its peer group and determined no changes were needed for the 2026 compensation planning cycle.
2025-10-01	The Compensation and Executive Development Committee adopted the Executive Severance Plan.
2025-10-01	The Nominating and Corporate Governance Committee reviewed the non-employee Director compensation program.
2025-11-01	The Executive Severance Plan became effective.
2025-11-01	N. Joy Falotico ceased being President of The Lincoln Motor Company.
2025-12-10	RSUs were granted to each then-serving non-employee Director.
2025-12-31	Fiscal year end for financial reporting.
2025-12-31	Stock ownership guideline share floor amount reset to $239.64 per share.
2026-01-01	The increase in the annual Board retainer for non-employee Directors became effective.
2026-02-01	Payout amounts for the 2025 annual bonus and Performance Shares earned as of the end of 2025 were determined.
2026-02-01	New retirement vesting provisions for equity awards, requiring six months notice, commenced with grants made from this date.
2026-02-01	Patrick P. Goris became Executive Vice President and Chief Financial & Strategy Officer of Carrier Global Corporation.
2026-02-27	Record date for shareholders entitled to vote at the Annual Meeting.
2026-03-19	Mailing of the proxy statement begins.
2026-04-01	The Board will appoint a new Chair of the Finance Committee at its April 2026 meeting.
2026-04-10	Deadline for submitting pre-meeting questions online (5:00 pm ET).
2026-04-14	Deadline for 401(k) Plan participants to direct the Trustee on voting shares (11:59 p.m. ET).
2026-04-16	Deadline for voting by phone, tablet/smartphone, or internet (11:59 p.m. ET).
2026-04-17	Annual Meeting of Shareholders (11:00 AM ET).
2026-11-19	Deadline for shareholder proposals for the 2027 Annual Meeting to be included in proxy materials.
2026-12-18	Earliest date for shareholder proposals for the 2027 Annual Meeting not included in proxy materials.
2027-01-01	Director Nominees to serve until this Annual Meeting.
2027-01-17	Latest date for shareholder proposals for the 2027 Annual Meeting not included in proxy materials.

Recommendation

hold

The filing presents a company with strong 2025 financial performance, having met or exceeded most of its prior strategic targets, and outlines an ambitious yet well-structured RISE Strategy for 2030. The robust corporate governance and commitment to sustainability are positive. However, the proxy statement itself is a routine disclosure for an annual meeting, not containing new, immediately price-moving information. While the long-term outlook is positive, the current filing does not present a catalyst for a 'buy' recommendation, nor does it indicate significant deterioration to warrant a 'sell'. Therefore, a 'hold' recommendation is appropriate for investors to monitor the execution of the RISE Strategy.

Keywords

Lincoln Electric, LECO, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Financial Performance, RISE Strategy, 2030 Targets, Sustainability, Welding, Cutting, Industrial Automation, Manufacturing, Risk Management

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