DEF 14A of Lincoln Electric Holdings Inc, Mar 20, 2025

DEF 14A of Lincoln Electric Holdings Inc

Filed Mar 20, 2025 · FY20240001171200-25-000080

Open on EDGAR

  1. Director Nominees and Board Summary

    Director Nominees and Board Summary PROPOSAL 1 | ELECTION OF 11 DIRECTOR NOMINEES TO OUR BOARD OF DIRECTORS TO SERVE UNTIL THE 2026 ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED

  2. Director Nominees and Board Summary

    | | THE BOARD RECOMMENDS A VOTE “FOR” ALL DIRECTOR NOMINEES. OUR NOMINATING AND CORPORATE GOVERNANCE COMMITTEE AND OUR BOARD OF DIRECTORS HAVE DETERMINED THAT EACH OF THE DIRECTOR NOMINEES POSSESSES THE RIGHT SKILLS, QUALIFICATIONS AND EXPERIENCE TO EFFECTIVELY OVERSEE LINCOLN ELECTRIC’S LONG-TERM BUSINESS STRATEGY |

  3. Director Nominees and Board Summary

    See “Proposal 1—Election of Director Nominees” beginning on page 19 of this Proxy Statement. You are being asked to vote on the election of eleven Director Nominees to our Board of Directors. Selected biographical information of each Director Nominee, as well as committee membership and committee chair information is listed below. Additional information about each of our Director Nominees can be found in the Director biographies under Proposal 1.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Audit | Compensation & Executive Development | Nominating & Corporate Governance | Finance | Other Public Company Boards | | Brian D. Chambers Chair, President and CEO, Owens Corning | 58 | 2022 | ✔ | • | | | • | 1 | | Curtis E. Espeland (Lead Independent Director) Retired Executive Vice President and CFO, Eastman Chemical Company | 60 | 2012 | ✔ | • | | | • | 1 | | N. Joy Falotico Former President, The Lincoln Motor Company | 57 | 2025 | ✔ | • | | • | | 2 | | Bonnie J. Fetch Executive Vice President, President—Operations, Cummins Inc. | 54 | 2023 | ✔ | • | | | • | — | | Patrick P. Goris Senior Vice President and CFO, Carrier Global Corporation | 53 | 2018 | ✔ | • | | • | | — | | Steven B. Hedlund (Chair) Chair, President and CEO, Lincoln Electric Holdings, Inc. | 58 | 2024 | | | | | | — | | Michael F. Hilton Retired President and CEO, Nordson Corporation | 70 | 2015 | ✔ | | • | • | | 3 | | Marc A. Howze Former Senior Advisor, Office of the Chairman, Deere & Company | 61 | 2023 | ✔ | | • | | • | 1 | | Kathryn Jo Lincoln Chair and Former CIO, Lincoln Institute of Land Policy | 70 | 1995 | ✔ | | • | • | | — | | Phillip J. Mason Retired President, EMEA Sector of Ecolab, Inc. | 74 | 2013 | ✔ | | • | | • | — | | Ben P. Patel Former Chief Innovation and Science Officer, Smurfit Westrock | 57 | 2018 | ✔ | • | | • | • | — |

  6. DIRECTOR NOMINEES

    • Committee Member • Committee Chair

  7. RETIRING DIRECTOR

    RETIRING DIRECTOR

  8. RETIRING DIRECTOR

    | Name | Age | Director Since | Independent | Audit | Compensation & Executive Development | Nominating & Corporate Governance | Finance | Other Public Company Boards | | Kellye L. Walker Senior Vice President and Chief Legal Counsel, Deere & Company | 58 | 2020 | ✔ | | • | • | | — |

  9. RETIRING DIRECTOR

    • Committee Member • Committee Chair

  10. Composition of Director Nominees

    Composition of Director Nominees

  11. HOW WE SELECT DIRECTOR NOMINEES

    HOW WE SELECT DIRECTOR NOMINEES In evaluating Director candidates, including persons nominated by shareholders, the Nominating and Corporate Governance Committee expects that any candidate must have these minimum qualifications:

  12. HOW WE SELECT DIRECTOR NOMINEES

    | • | Demonstrates character, integrity and judgment |

  13. HOW WE SELECT DIRECTOR NOMINEES

    | • | High-level managerial experience or experience dealing with complex business matters |

  14. HOW WE SELECT DIRECTOR NOMINEES

    | • | Ability to work effectively with others |

  15. HOW WE SELECT DIRECTOR NOMINEES

    | • | Sufficient time to devote to the affairs of Lincoln Electric |

  16. HOW WE SELECT DIRECTOR NOMINEES

    | • | Specialized experience and background that will add to the depth and breadth of the Board |

  17. HOW WE SELECT DIRECTOR NOMINEES

    | • | Independence as defined by the Nasdaq listing standards (for non-employee Directors) |

  18. HOW WE SELECT DIRECTOR NOMINEES

    | • | Financial literacy |

  19. HOW WE SELECT DIRECTOR NOMINEES

    We are also committed to having Director candidates that can provide perspective on the industry challenges that we face and our long-term commitment to a pay for performance culture. The Nominating and Corporate Governance Committee’s process for identifying and evaluating nominees for Director includes annually discussing prospective Director specifications, which serve as the baseline to evaluate candidates. When recruiting new Director candidates, we may involve a recognized search firm, and the CEO and/or a member of the Nominating and Corporate Governance Committee (usually, the Chair) will contact the prospective director to gauge his or her interest and availability. The candidate will then meet with several members of the Board, including our Lead Independent Director. At the same time, references for the candidate will be contacted. A background check is generally completed before a final recommendation is made to the Board to elect a candidate to the Board. During 2024, the Nominating and Corporate Governance Committee commenced a search for a new director candidate in light of Hellene Runtagh’s retirement from the Board last April. The Nominating and Corporate Governance Committee retained the search firm of Heidrick & Struggles to help identify director prospects, perform candidate outreach, assist in reference and background checks and provide other related services. During the search process, the Board targeted candidates who were current or former senior executives of public companies with diverse leadership experience in managing global businesses, with strong profit and loss and corporate governance experience. These skills would be beneficial and complementary to the Board, particularly in the current development of the next long-term strategy for the Company. Heidrick & Struggles identified Ms. Falotico as a potential director candidate and, based on the review and recommendation of the Nominating and Corporate Governance Committee, the Board determined that Ms. Falotico possessed the desired capabilities and management experience and was elected to the Board on February 19, 2025. Shareholders may nominate one or more persons for election as Director of Lincoln Electric. The process for nominating Director candidates is set forth in the FAQs section of this Proxy Statement. Director candidates recommended by our shareholders will be considered by the Nominating and Corporate Governance Committee in the same manner as other director candidates and in accordance with the criteria outlined above.

  20. Board Composition

    Board Composition The Nominating and Corporate Governance Committee believes that having an inclusive Board enhances overall corporate governance. The Nominating and Corporate Governance Committee considers a variety of characteristics, as well as professional background and capabilities, knowledge of specific industries, and geographic experience. To complement the Board’s current composition, the Nominating and Corporate Governance Committee instructs any search firm engaged for each director candidate search to include individuals that represent a variety of characteristics, such as professional background and capabilities, knowledge of specific industries and geographic experiences.

  21. Director Nominees’ Skills, Experience and Background

    Director Nominees’ Skills, Experience and Background Throughout 2024, the Nominating and Corporate Governance Committee reviewed the skills, qualifications and experience of each Director Nominee to ensure that each Director Nominee can effectively oversee our long-term business strategy. The Nominating and Corporate Governance Committee has identified the skills, experience and background desired of our Director Nominees. The below skills are listed in order of priority, and have been thoughtfully defined in a manner that results in identifying Directors with more significant experience to help our stakeholders understand where the deeper experience lies. As shown below, our Director Nominees have a mix of skills and experience that we believe are relevant to the Company’s long-term strategy and success.

  22. Director Nominees’ Skills, Experience and Background

    | | YOUR BOARD RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE |

  23. Director Nominees

    Director Nominees

  24. Director Nominees

    | Brian D. Chambers Director since 2022 COMMITTEES: Audit Finance AGE: 58 OTHER PUBLIC COMPANY DIRECTORSHIPS: Owens Corning (NYSE: OC) since 2019 | CAREER HIGHLIGHTS Mr. Chambers has served as the Chair, President and Chief Executive Officer of Owens Corning, a global building and construction materials company, since 2020, and as President and Chief Executive Officer since 2019. During his over twenty-year tenure with Owens Corning, Mr. Chambers has served in various leadership positions including Chief Operating Officer from 2018 to 2019, and President of the Roofing Division from 2014 to 2018. Mr. Chambers has also held several commercial and operational roles at Saint-Gobain, Honeywell, and BOC Gases. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • As a current CEO and Chair of a global, publicly traded company engaged in manufacturing operations, Mr. Chambers provides valuable insights across a range of matters, including risk oversight and management, business strategy development, and brings a global perspective, strategic and innovative mindset, and a focus on sustainability matters. • The Board has determined that Mr. Chambers’ extensive accounting and financial experience qualifies him as an “audit committee financial expert.” • Valuable knowledge of key governance matters, including sustainability matters, gained through executive leadership of various publicly traded companies and as a director of Owens Corning and Lincoln Electric. | | Curtis E. Espeland Director since 2012 Lead Independent Director since 2018 COMMITTEES: Audit Finance AGE: 60 OTHER PUBLIC COMPANY DIRECTORSHIPS: Huntsman Corporation (NYSE: HUN) since 2022 | CAREER HIGHLIGHTS Mr. Espeland is the former Executive Vice President and Chief Financial Officer of Eastman Chemical Company, an advanced materials and specialty additives manufacturer, a position he held from 2014 until his retirement in 2020. Mr. Espeland joined Eastman Chemical Company in 1996 and, during his tenure, he also served as Vice President, Finance and Chief Accounting Officer from 2005 to 2008, and Senior Vice President and Chief Financial Officer from 2008 to 2014. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • With broad-based finance, accounting, and executive level experience, ultimately as the Chief Financial Officer of a large publicly traded company, Mr. Espeland brings robust experience related to enterprise risk management, including information technology and cybersecurity, capital allocation, internal controls and financial reporting, and corporate strategy and M&A. • The Board has determined that Mr. Espeland’s extensive accounting and financial experience qualifies him as an “audit committee financial expert.” • Valuable knowledge of key governance matters gained through his various directorships, including as a director of Lincoln Electric. |

  25. Director Nominees

    | N. Joy Falotico Director since 2025 COMMITTEES: Audit Nominating and Corporate Governance AGE: 57 OTHER PUBLIC COMPANY DIRECTORSHIPS: Alliant Energy (NASDAQ: LNT) since 2021 Lineage Holdings (NASDAQ: LINE) since 2022 | CAREER HIGHLIGHTS Ms. Falotico is the former President of The Lincoln Motor Company, an automobile manufacturer, a position she held from March 2018 to November 2022, and she led the brand’s global operations, including product development, marketing, sales, and service. Previously, Ms. Falotico served as Ford Motor Company’s Chief Marketing Officer from March 2018 until January 2021. Prior to that, Ms. Falotico served as Chief Executive Officer of Ford Motor Credit Company, the financial services arm of Ford Motor Company, from October 2016 to February 2018 and Chief Operating Officer prior to that period. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • As a former President of The Lincoln Motor Company, Ms. Falotico has a wealth of experience in leading global operations and brand evolution. Overseeing both domestic and global business units, Ms. Falotico has wide-ranging experience in product development, marketing, sales and service. • The Board has determined that Ms. Falotico’s extensive accounting and financial experience qualifies her as an “audit committee financial expert.” • Valuable knowledge of key governance matters, including sustainability and strategic initiatives gained through executive leadership. | | Bonnie J. Fetch Director since 2023 COMMITTEES: Audit Finance AGE: 54 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Ms. Fetch serves as Executive Vice President and President—Operations for Cummins Inc., a global power technology solution leader, effective March 2025. Prior to this, she served as Vice President and President—Distribution Business, a position she has held from January 2024 to March 2025. Ms. Fetch joined Cummins Inc. in 2018 and during her tenure she has served as Vice President, Global Supply Chain and Manufacturing from January 2022 to December 2023, Vice President— Global Distribution SC Services from January 2020 to January 2022, and Executive Director, Global Distribution Business Supply Chain from July 2018 to January 2020. Prior to joining Cummins Inc., Ms. Fetch held numerous leadership roles during her 20 years at Caterpillar, Inc., including Human Resources Director and Chief Learning Officer and several General Manager roles. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • As a current senior executive for a publicly traded company engaged in manufacturing operations, Ms. Fetch provides valuable insights relating to advancing operational excellence in global supply chain and operational initiatives in the industrials machinery sectors. • Running multibillion-dollar businesses has provided Ms. Fetch with a depth of experience related to strategic planning, logistics and manufacturing operations, business development, engineering, human resources, and advanced technology like artificial intelligence and machine learning to advance supply chain strategies. • Valuable knowledge of key governance matters, including sustainability matters, gained through executive leadership of various publicly traded companies. |

  26. Director Nominees

    | Patrick P. Goris Director since 2018 COMMITTEES: Audit (Chair) Nominating and Corporate Governance AGE: 53 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Mr. Goris has served as the Senior Vice President and Chief Financial Officer of Carrier Global Corporation, the global leader in intelligent climate and energy solutions since November 2020. Prior to joining Carrier, he served as Senior Vice President and Chief Financial Officer of Rockwell Automation, a global industrial automation and information solutions provider, from February 2017 to November 2020. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • As a current Chief Financial Officer of a publicly traded multinational organization, Mr. Goris has extensive experience in accounting, financial planning and analysis, investor relations, M&A and strategic planning, and his experience with a global industrial automation and information solutions company provides him with broad exposure to digital operations and “smart” manufacturing solutions using data and analytics, which enhances operational intelligence, productivity and risk management in manufacturing processes. • The Board has determined that Mr. Goris’ extensive accounting and financial experience qualifies him as an “audit committee financial expert.” • Valuable knowledge of key governance matters gained as a director of Lincoln Electric. | | Steven B. Hedlund Director since 2024 Chair since 2025 COMMITTEES: None AGE: 58 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Mr. Hedlund is the Chair, President and Chief Executive Officer of Lincoln Electric. Mr. Hedlund has served as President and Chief Executive Officer since January 2024 and was appointed as Chair of the Board effective January 1, 2025. In his over 15-year career with Lincoln Electric, Mr. Hedlund has served in a variety of operational leadership roles, including the Chief Operating Officer from May 2022 to December 2023, the President, Americas and International Welding from October 2020 to May 2022, the President, International Welding from June 2017 to October 2020, the President, Global Automation and Vice President, Strategy and Business Development. Prior to Lincoln Electric, Mr. Hedlund held various executive leadership roles at Fortune Brands, Inc. and served as principal with the management consulting firm Booz Allen & Hamilton. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • Mr. Hedlund’s extensive experience as an executive-level leader of Lincoln Electric brings to the Board knowledge and valuable insight as to our company’s global operations and a thorough understanding of our people, products, markets, and strategic direction. • With his diverse experience within our organization, Mr. Hedlund has an extensive understanding of our strategic, operational, and organizational initiatives to accelerate growth, improve margins and enhance returns on investment. • Valuable knowledge of key governance matters gained through executive leadership at Lincoln Electric. |

  27. Director Nominees

    | Michael F. Hilton Director since 2015 COMMITTEES: Compensation and Executive Development (Chair) Nominating and Corporate Governance AGE: 70 OTHER PUBLIC COMPANY DIRECTORSHIPS: Ryder Systems, Inc. (NYSE: R) since 2012 Regal Rexnord Corporation (NYSE: RBC) since 2019 Jeld-Wen (NYSE: JELD) since August 2023 Nordson Corporation (NASDAQ: NDSN) from 2010 through 2019 | CAREER HIGHLIGHTS Mr. Hilton is the former President and Chief Executive Officer of Nordson Corporation, a company that engineers, manufactures and markets differentiated products and systems used for precision dispensing of adhesives, coatings, sealants, biomaterials, polymers, plastics and other materials, fluid management, test inspection, UV curing and plasma surface treatment, a position he held from 2010 until his retirement in 2019. During his tenure at Nordson Corporation, Mr. Hilton also served as a director. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • With over 30 years of global manufacturing experience, Mr. Hilton brings to the Board an intimate understanding of management leadership, and provides valuable insights relative to strategy development, product line management, new product technology, talent development, distribution and other sales channels, business processes and global markets expertise. • The Board has determined that Mr. Hilton’s extensive accounting and financial experience qualifies him as an “audit committee financial expert.” • Valuable knowledge of key governance matters gained through his various directorships, including as a director of Lincoln Electric. | | Marc A. Howze Director since 2023 COMMITTEES: Compensation and Executive Development Finance AGE: 61 OTHER PUBLIC COMPANY DIRECTORSHIPS: Dover Corporation (NYSE: DOV) since November 2023 | CAREER HIGHLIGHTS Mr. Howze is the former Senior Advisor, Office of the Chairman, at Deere & Company, a global leader in the delivery of agricultural, turf, construction, and forestry equipment, a position he held from 2022 until his retirement in 2024. During his more than two-decade tenure at Deere & Company, Mr. Howze held numerous leadership roles, including Group President, Lifecycle Solutions and Chief Administrative Officer from 2020 to 2022 and Senior Vice President and Chief Administrative Officer from 2016 to 2020. Mr. Howze also served as Vice President of Global Human Resources and Employee Communication, as well as Associate General Counsel and Corporate Secretary at Deere & Company. Prior to joining Deere & Company, Mr. Howze served as an officer in the U.S. Army, attaining the rank of major. Mr. Howze has been a member of the board of directors of Nationwide Mutual Insurance Company since 2018. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • As an accomplished, versatile, and highly collaborative senior executive of a global, publicly traded company engaged in manufacturing operations, Mr. Howze provides valuable insights across a range of matters, including corporate governance, strategic planning, and risk management. • Through leading a variety of globally diverse businesses and cross-functional teams, Mr. Howze provides valuable insights on manufacturing, supply management and logistics, and human resources. • Valuable knowledge of key governance matters, gained through executive leadership at Deere & Company and through various directorships. |

  28. Director Nominees

    | Kathryn Jo Lincoln Director since 1995 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance AGE: 70 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Ms. Lincoln served as the Chief Investment Officer of the Lincoln Institute of Land Policy, an independent, global foundation focused on addressing significant policy issues through innovative land use and taxation methods, since 1996, stepping down from that role in 2024. She continues to serve as the Chair of the board of directors of the Lincoln Institute of Land Policy. As Chief Investment Officer, Ms. Lincoln managed and directed all aspects of the Institute’s endowment, including strategic asset allocation and policy development, which have contributed to its current $800 million asset base. In her role as Chair, she plays a crucial role in strategic direction and planning, with ongoing involvement in the development of education programs, demonstration projects and impact measurement. Ms. Lincoln is a member of the board of directors of HonorHealth Network and Claremont Lincoln University, and she is also the Co-Chair of the International Center for Land Policy Studies and Training in Taiwan and was appointed as a director for The Hope Effect, a non-profit entity. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • With extensive leadership experience and a global mindset, Ms. Lincoln brings robust experience related to strategic planning, asset allocation matters and corporate governance, and as a Lincoln family member and long-standing director of the company, Ms. Lincoln has a keen sense of knowledge about Lincoln Electric, its culture, and its founding principles. • As the world focuses increasingly on sustainability and environmental issues, Ms. Lincoln’s knowledge and experience in these areas bring valuable insights to the Board, and she demonstrates a lasting commitment to board and corporate governance excellence, being named as a Board Leadership Fellow of the National Association of Corporate Director, and as one of 2019’s most influential corporate directors by WomenInc. • Valuable knowledge of key governance matters gained through her various directorships, including as a director of Lincoln Electric. |

  29. Director Nominees

    | Phillip J. Mason Director since 2013 COMMITTEES: Compensation and Executive Development Finance (Chair) AGE: 74 OTHER PUBLIC COMPANY DIRECTORSHIPS: GCP Applied Technologies (NYSE: GCP) from 2016 through May 2020 | CAREER HIGHLIGHTS Mr. Mason is the former President of the Europe, Middle East & Africa Sector (EMEA Sector) of Ecolab, Inc., a leading provider of food safety, public health and infection prevention products and services, a position he held from 2010 until his retirement in 2012. Prior to leading Ecolab, Inc.’s EMEA Sector, Mr. Mason had responsibility for Ecolab, Inc.’s Asia Pacific and Latin America businesses as President of Ecolab’s International Sector from 2005 to 2010 and as Senior Vice President, Strategic Planning in 2004. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • With broad executive leadership experience in an international business unit for a large publicly traded company, Mr. Mason brings to the board extensive insight on international business operations, business-to-business and industrial sector matters, strategic planning, and M&A and integration matters. • Leading international business units has provided Mr. Mason with a depth of experience starting, developing, and growing businesses abroad, in both mature and emerging markets. • Valuable knowledge of key governance matters gained through various directorships, including as a director of Lincoln Electric. |

  30. Director Nominees

    | Ben P. Patel Director since 2018 COMMITTEES: Audit Finance Nominating and Corporate Governance AGE: 57 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Dr. Patel served as the Chief Innovation and Science Officer at Smurfit Westrock, a global leader in sustainable paper and packaging, from April 2023 until December 2024. In this role, Dr. Patel led Smurfit Westrock’s research and development efforts, and helped to drive innovation to enhance current products and develop new sustainable packaging solutions. Prior to joining Smurfit Westrock, he served as Senior Vice President, Chief Technology Officer of Cooper Tire & Rubber Company, a global manufacturer of specialized passenger car, light truck, medium truck, motorcycle, and racing tires from November 2019 until July 2021, and as Senior Vice President and Chief Technology Officer of Tenneco, Inc., a manufacturer of automotive emission control and ride control products and systems from 2011 until 2019. During his tenure at Tenneco, he held roles leading regional advanced technology development and establishing a global research and development organization. Prior to joining Tenneco, Inc., Dr. Patel held numerous positions with increasing responsibility, including senior scientist, at the General Electric Company during his thirteen-year tenure with the organization. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • With over 20 years of experience serving with publicly traded, global products and technology companies, Dr. Patel brings to the board broad expertise in material science, automation and “smart” systems, as well as extensive research and development experience and insights on sustainability matters. • Dr. Patel has been a leader in global innovation and research initiatives, which lends tremendous support to our focus on being an innovation leader in our industry and our advanced manufacturing growth strategy, which helps customers identify value and efficiencies in their welding and cutting operations. • Valuable knowledge of key governance matters gained as a director of Lincoln Electric. |

  31. Retiring Director

    Retiring Director

  32. Retiring Director

    | Kellye L. Walker Director since 2020 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance (Chair) AGE: 58 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Ms. Walker has served as the Senior Vice President and Chief Legal Officer, Global Law Services and Regulatory Affairs at Deere & Company, a global leader in the delivery of agricultural, turf, construction, and forestry equipment since April 2024. She also served as the Executive Vice President and Chief Legal Officer of Eastman Chemical Company, an advanced materials and specialty additives manufacturer from April 2020 to April 2024. In this role, Ms. Walker had overall leadership and responsibility for Eastman Chemical Company’s legal organization. She also served as Executive Vice President and Chief Legal Officer of Huntington Ingalls Industries, Inc., America’s largest military shipbuilder, from 2015 to 2020. Prior to joining Huntington Ingalls, Ms. Walker served as Senior Vice President, General Counsel and Secretary at American Water Works Company, Inc. Ms. Walker is a member of the board of directors of T. Rowe Price Funds, a position she has held since October 2021. KEY QUALIFICATIONS, EXPERIENCE AND SKILLS • As a seasoned senior executive with over 25 years of experience with publicly traded companies, Ms. Walker provides valuable insights on increasing organizational value through forward thinking and strategic discipline, focusing on continuous improvement, and has extensive experience in corporate governance, compliance, litigation management, government affairs, strategy development, product stewardship, regulatory affairs, and health, safety, environment, and security matters. • In her executive leadership, Ms. Walker has also served as Chief Administrative Officer, leading human resources, information technology, government affairs and corporate communications functions. • Valuable knowledge of key governance matters gained through executive experience and as a director of Lincoln Electric. |

  33. Corporate Governance

    Corporate Governance

  34. Governance Framework

    Governance Framework We are committed to effective corporate governance and high ethical standards. We adhere to our ethical commitments in every aspect of our business, including our commitments to each other, in the marketplace and in the global, governmental and political arenas. These commitments are spelled out in our Code of Conduct, which applies to all of our employees (including our CEO and our other NEOs) and Directors. We encourage you to visit our website at www.lincolnelectric.com for detailed information about our corporate governance programs/policies including:

  35. Governance Framework

    | • | Code of Conduct |

  36. Governance Framework

    | • | Governance Guidelines |

  37. Governance Framework

    | • | Charters for our Board Committees |

  38. Governance Framework

    | • | Director Independence Standards |

  39. Corporate Governance Highlights

    Corporate Governance Highlights

  40. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  41. BOARD OF DIRECTORS

    | • | Our Board held five meetings in 2024 |

  42. BOARD OF DIRECTORS

    | • | During 2024, each of our Directors attended at least 75% of the total full Board meetings and meetings of committees on which he or she served during the time he or she served as a Director |

  43. BOARD OF DIRECTORS

    | • | Size of Board: 12 members in 2024 |

  44. BOARD OF DIRECTORS

    | • | Plurality vote with director resignation policy for failure to receive a majority vote in uncontested director elections |

  45. BOARD OF DIRECTORS

    | • | Lead Independent Director |

  46. BOARD OF DIRECTORS

    | • | All Directors are expected to attend the Annual Meeting |

  47. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS Our Board oversees management of the long-term interest of Lincoln Electric and our stakeholders. The Board’s primary responsibilities include:

  48. OUR BOARD OF DIRECTORS

    | • | Overseeing the conduct of our business |

  49. OUR BOARD OF DIRECTORS

    | • | Reviewing and approving key financial objectives, strategic and operating plans and other significant actions |

  50. OUR BOARD OF DIRECTORS

    | • | Evaluating CEO and senior management performance and determining executive compensation |

  51. OUR BOARD OF DIRECTORS

    | • | Planning for CEO succession and monitoring management’s succession planning for other key executives |

  52. OUR BOARD OF DIRECTORS

    | • | Establishing an appropriate governance structure, including appropriate Board composition and succession planning |

  53. OUR BOARD OF DIRECTORS

    | • | Overseeing enterprise risk management and cybersecurity |

  54. OUR BOARD OF DIRECTORS

    | • | Overseeing the ethics and compliance program |

  55. OUR BOARD OF DIRECTORS

    | • | Overseeing sustainability and culture matters |

  56. Director Compensation

    Director Compensation

  57. 2024 Director Compensation Table

    2024 Director Compensation Table

  58. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total ($) | | Brian D. Chambers | 95,000(3) | 154,928 | 11(4) | 249,939 | | Curtis E. Espeland | 130,000 | 154,928 | 0 | 284,928 | | Bonnie J. Fetch | 95,000 | 154,928 | 2(4) | 249,930 | | Patrick P. Goris | 125,000(3) | 154,928 | 1,819(4) | 281,747 | | Michael F. Hilton | 115,000 | 154,928 | 93(4) | 270,021 | | Marc A. Howze | 95,000 | 154,928 | 0 | 249,928 | | Kathryn Jo Lincoln | 95,000(3) | 154,928 | 87(4) | 250,015 | | Phillip J. Mason | 115,000 | 154,928 | 0 | 269,928 | | Ben P. Patel | 95,000 | 154,928 | 87(4) | 250,015 | | Hellene S. Runtagh (retired)(2) | 28,709 | 0 | 0 | 28,709 | | Kellye L. Walker(5) | 115,000 | 154,928 | 5(4) | 269,933 |

  59. 2024 Director Compensation Table

    | 1 | On December 11, 2024, 741 RSUs were granted to each then-serving non-employee Director under our 2023 Stock Plan for Non-Employee Directors. The Stock Awards column represents the grant date fair value under FASB Accounting Standards Codification (ASC) Topic No. 718 based on a closing price of $209.08 per share on December 11, 2024. Assumptions used in the calculation of these amounts are included in footnote 10 to our audited financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. |

  60. 2024 Director Compensation Table

    As of December 31, 2024, the number of RSUs held by each non-employee Director was 741. Each of Messrs. Goris, Hilton, and Patel and Mses. Lincoln and Walker elected to defer receipt of the RSUs that were granted in 2024 under our Non-Employee Directors’ Deferred Compensation Plan.

  61. 2024 Director Compensation Table

    | 2 | Ms. Runtagh retired from the Board on April 19, 2024, the date of our 2024 Annual Meeting. |

  62. 2024 Director Compensation Table

    | 3 | All of Messrs. Chambers’ and Goris’, and Ms. Lincoln’s Board fees were deferred under our Non-Employee Directors’ Deferred Compensation Plan. |

  63. 2024 Director Compensation Table

    | 4 | The amount shown for 2024 represents above-market non-qualified deferred compensation earnings calculated as the difference in earnings under the Moody’s Corporate Bond Index fund in our Non-Employee Directors’ Deferred Compensation Plan and a hypothetical rate. |

  64. 2024 Director Compensation Table

    | 5 | Ms. Walker will no longer be a member of the Board as of April 24, 2025, the date of our 2025 Annual Meeting. |

  65. EXECUTIVE SUMMARY

    | Align Interests | Incentivize Management | Support Long-Term Strategy | | Align the interests of management (and employees) with long-term interests of our shareholders and other stakeholders | Design compensation elements to incentivize management to deliver above-market financial results | Define performance drivers which support key financial and strategic business objectives | | Good Governance Practices | Retention & Succession Planning | Pay for Performance | | Help ensure we are following good governance practices in the design and operation of our executive compensation program, including consideration of the risks associated with those practices | Reinforce executive retention to enable achievement of annual and long-term business goals through a stable management team | Link incentive-based compensation to the company’s short-term and long-term financial and operational performance |

  66. Short-Term Compensation Program Financial Metric Performance

    Short-Term Compensation Program Financial Metric Performance The following charts demonstrate our performance over the last three years in financial metrics incorporated in our short-term compensation program.

  67. Short-Term Compensation Program Financial Metric Performance

    | 1 | Excluding special items where applicable. Definitions and reconciliation of non-GAAP results to our most closely comparable GAAP results are included in Appendix A. |

  68. Short-Term Compensation Program Financial Metric Performance

    | 2 | See Appendix A for definitions. |

  69. Long-Term Compensation Program Financial Metric Performance

    Long-Term Compensation Program Financial Metric Performance The following charts demonstrate our performance over the last three years relative to the financial metrics incorporated into our long-term compensation program: Adjusted Net Income for Compensation Purposes and ROIC for Compensation Purposes. In our long-term incentive plan design, ROIC for Compensation Purposes is a relative measure and payout is determined based on our average performance over 3-years as compared to our peers. The ROIC for Compensation Purposes percentile ranking shows the position of our financial results compared to peers, with a 50th percentile ranking indicating median (or market) performance. Percentiles below the 50th indicate below-market performance, while percentiles above the 50th indicate above-market performance. Information is based on the most recently available public information (as accumulated by an independent third party), as of January 2025 when the analysis was performed.

  70. Long-Term Compensation Program Financial Metric Performance

    | 1 | Excluding certain items as approved by the Compensation and Executive Development Committee where applicable. See discussion and definitions on page A-1 in the Performance Shares Financial Metrics section and in Appendix A. |

  71. Long-Term Compensation Program Financial Metric Performance

    | 2 | As of September 30, 2024. |

  72. ROLE OF THE COMMITTEE

    | Compensation-Related Tasks | Organizational Tasks | | Reviews, approves and administers all of our executive compensation plans, including our equity plans | Evaluates the performance of the CEO, including consideration of tone and embodiment of core values, with input from all non-employee Directors | | Establishes performance objectives under our short-term and long-term incentive compensation programs(1) | Reviews the performance capabilities of the other executive officers, including consideration of tone and embodiment of core values, based on input from the CEO | | Determines the attainment of performance objectives and the awards to be made to our executive officers under our short-term and long-term incentive compensation programs(1) | Reviews succession planning for officer positions, including the position of the CEO | | Determines the compensation for our executive officers, including base pay and short-term and long-term incentive compensation opportunities(1) | Reviews proposed organization or responsibility changes at the officer level | | Reviews compensation practices relating to key employees to confirm that these practices remain equitable and competitive | Reviews our practices for the recruitment and development of a broad talent pool | | Reviews employee benefit plans that relate to executive officers and/or key employees | Retains the services of independent legal counsel from time to time to provide input on various matters |

  73. MERIDIAN COMPENSATION PARTNERS

    | • | Independent executive compensation consultant for the Committee |

  74. MERIDIAN COMPENSATION PARTNERS

    | • | Advises on matters including competitive compensation analysis, executive compensation trends and plan design, peer group company configuration, competitive financial performance and financial target setting |

  75. MERIDIAN COMPENSATION PARTNERS

    | • | Performs data analysis on competitive compensation, competitive financial performance and financial target setting |

  76. MERIDIAN COMPENSATION PARTNERS

    | • | Considering all relevant factors (as required by compensation consultant independence standards set forth in applicable SEC rules and Nasdaq listing standards), we have assessed Meridian’s independence, and are not aware of any conflict of interest that has been raised by the work performed by Meridian |

  77. ROLE OF CEO AND MANAGEMENT

    Our Methodologies SELECTION OF COMPENSATION ELEMENTS As part of its annual review, the Committee evaluates whether changes in the philosophy or structure are warranted in light of emerging trends, business needs and/or financial performance. The Committee then uses competitive market data, performance assessments, and independent executive compensation consultants and management recommendations to set the pay components along the targets described above (for example, 45th percentile for base pay). Actual pay for executive management will generally fall within a range of these targets (plus or minus 20%). Absent significant increases due to promotion, increases for break-through individual performance or significant changes in the competitive market data, pay increases are considered generally in line with national trends. MARKET COMPARISON DATA We collect competitive market compensation data from multiple nationally published surveys and from proxy data for a peer group of companies. Nationally published survey market compensation data is statistically determined (through regression analysis) to approximate our revenue size and aged to approximate more current data. The Company did not select the companies that comprise any of these survey groups. The Company generally blends 50% survey and 50% peer data for benchmarking executive compensation for our NEOs. PEER GROUP We use a peer group of publicly traded industrial companies that are headquartered in the U.S. that serve a number of different market segments and that have significant foreign operations. These are companies with which Lincoln Electric competes for talent and shareholder investment. In addition, we only select companies with solid historical financial results (removing companies from the peer group when their financial performance has consistently fallen below a reasonable level). The Committee conducted an annual review of our peer group, with the assistance of our independent advisor. In July 2023, Willis Towers Watson, the Committee’s prior independent advisor, recommended that no changes were needed for the 2024 compensation planning cycle, but noted that following the split of Crane Company into Crane NXT and Crane Co., the inclusion of Crane Co. as the Company’s peer was appropriate, as the business was aligned and the revenue projection was within the peer group range. For 2024, our peer group consisted of the following 18 publicly traded industrial corporations:

  78. ROLE OF CEO AND MANAGEMENT

    | Business Needs | Individual Performance | Pay for Performance Review | | • Independent compensation consultant (Meridian) provides information about emerging trends in executive compensation, along with Committee members’ own reading and study | • Individual performance is a significant factor in determining annual changes (up or down) to pay components | • The Committee conducts an annual assessment of our financial performance and pay for performance, in determining whether changes will be made to the existing philosophy or structure and before setting compensation levels for the upcoming year | | • Trends considered in light of our compensation philosophies and various business needs | • Annual bonus (the Executive Management Incentive Plan, or EMIP) includes an individual performance component in determining the percentage of target bonus to be paid (described below) | • The annual assessments are used to evaluate whether executive compensation is properly aligned with our financial performance | | • Business needs that are evaluated can include: talent attraction or retention strategies, growth expectations, strategic programs, cost-containment initiatives, management development needs and our company culture | • Individual performance is generally measured against how well an executive demonstrates proficiency in key leadership competencies, as well as the executive’s achievement against objectives established for him or her at the beginning of the year | | | • No single factor guides whether changes will be made, as the Committee uses a holistic approach, considering a variety of factors | • The Committee reviews the overall performance of each NEO during the year and assigns Individual Performance Factors | |

  79. ROLE OF CEO AND MANAGEMENT

    | Prior Year Fourth Quarter | | | Current Year First Quarter | | | Throughout Current Year | | | • | Committee reviews our compensation program and philosophy, including determining if our compensation levels are competitive with our peer group and if any changes should be made to the program for the next year | | • | Committee determines the individual performance goals of the CEO (with Board approval) and sets the performance goals for each corporate-based (financial) component for the current year | | • | Committee meets regularly throughout the year, with management and in executive session | | • | Committee determines the principal components of compensation for the NEOs for the next year | | • | CEO sets individual performance goals for the current year for each of the other NEOs, which are reviewed by the Committee | | • | Ongoing review of Company performance against performance goals | | • | Compensation consultant (Meridian) provides a competitive market assessment of pay levels for the executive officers, including the NEOs | | • | Individual performance goals of CEO and the other NEOs are designed to drive our corporate goals and our 2025 Strategy | | | | | | | | • | Base pay, annual bonus targets and long-term incentive awards are set at a regularly scheduled Committee meeting | | | | | | | | • | Payout amounts for the annual bonus (EMIP) and Performance Shares earned as of the end of the prior year are determined at the first available Committee meeting (normally in February) or a subsequent special meeting (normally in March), once financial results are available | | | |

  80. ROLE OF CEO AND MANAGEMENT

    In August 2023, in connection with the CEO transition plan, the Committee approved an increase in Mr. Hedlund’s base salary, establishing his new base salary at $1,010,000 effective August 1, 2023, which remained his base salary for 2024. Mr. Mapes’ 2024 base salary was reduced in connection with his transition to Executive Chair. Mr. Bruno and Ms. Ansberry received 7.4% and 7.9% base pay increase, respectively, which was to progress compensation and remain competitive within the benchmarks for their roles. Ms. Kuhrt’s base compensation increased 3.8% from her 2023 compensation. The base pay for the NEOs falls within the competitive benchmark and the NEOs remain within the competitive benchmark. ANNUAL BONUS (EMIP) AND TOTAL CASH COMPENSATION The EMIP provides executive officers, including the NEOs, with an opportunity to receive an annual cash bonus. We believe that, given base pay is below market, annual cash bonus opportunities should be above average to balance some of the risk associated with greater variable compensation. However, we also believe that above-market pay should be linked to financial and individual performance. Therefore, we target total cash compensation (base pay and target annual bonus) at the 65th percentile of the market, but use a structure that provides payments of above-average bonuses only where the performance of the consolidated company and the performance of an NEO’s particular segment or business unit, warrant it. We also consider the impact of an officer’s individual performance during the year. ANNUAL BONUS (EMIP) FORMULA With respect to 2024, the formula to determine each NEOs annual bonus (EMIP Bonus Payout) includes a Financial Performance Factor and an Individual Performance Factor. The Financial Performance Factor considers the financial performance of specific financial metrics of the consolidated Company and for operations roles, the segment or business units they support. If the financial performance target is not met on any specific financial metric, the EMIP Bonus Payout will be reduced, with the potential that no bonus will be paid if performance across all metrics is below threshold. If financial performance exceeds expectations on any of the specific financial metrics, the percentage of annual bonus paid can be above the Target Bonus Amount. Once financial performance is calculated, an Individual Performance Factor is considered to determine the final EMIP Bonus Payout. The maximum EMIP Bonus Payout, considering financial and individual performance, will not exceed 200% of an individual’s annual Target Bonus Amount. 2024 EMIP BONUS CALCULATION The Committee has discretion to approve EMIP payments outside of the strict application of this calculation, although no discretion was used for calculation of the 2024 annual bonuses. EMIP payout determinations for the 2024 performance period were made in the first quarter of 2025. ANNUAL BONUS (EMIP) FINANCIAL METRICS A portion of the EMIP Financial Performance Factor is based upon achievement of company consolidated financial performance against budget and another portion may be attributable to segment financial performance against budget, depending upon the individual’s scope of responsibility. By varying the financial metrics used based upon areas of responsibility, it is possible that certain participants will receive a higher percentage of target bonus while others will receive a lower percentage of target bonus where the segment performance for one participant is better than the segment performance for the other. This is a key component of our pay for performance and incentive-based philosophies. In 2024 each of our NEOs’ Financial Performance Factor was based on the Company’s Consolidated results. The Financial Performance factor calculation utilizes the achievement results of three metrics weighted as follows:

  81. ROLE OF CEO AND MANAGEMENT

    | Individual Performance Goals | CEO | | Execution of the 2025 Strategy | | | Human capital management, including employee engagement and development initiatives | | | Sustainability, including environmental, health and safety metrics | | | Financial and operating targets | | | Operational optimization and expansion, and M&A integration | | | Development of new long-term strategy | |

  82. ROLE OF CEO AND MANAGEMENT

    In defining the individual performance goals, the Committee considered the goals to be strategically important to the Company and its 2025 Strategy. The goals for 2024 were particularly aimed at operational optimization and M&A integration, employee engagement, a connected culture, cybersecurity and achieving our EHS and Sustainability metrics. The CEO’s individual performance rating is determined based on an evaluation of performance against the underlying goals with the final rating being approved by the independent Directors of the Board. In assessing the individual performance of our NEOs, the Committee reviews the performance rating recommended by the CEO with respect to each of the other NEOs and recommends revisions, as needed, prior to the Committee approval of such rating. 2024 ANNUAL BONUS (EMIP) AND TOTAL CASH COMPENSATION The 2024 EMIP annual bonus targets for the NEOs were established and approved by the Committee in February 2024 according to the principles discussed above. In August 2023, in connection with the announced CEO transition plan, the Committee approved an increase in Mr. Hedlund’s annual bonus target, establishing his new target bonus at $1,464,500 effective August 1, 2023, which remained his target bonus for 2024. Mr. Mapes’ 2024 target bonus decreased 50% while the remaining NEOs’ 2024 target bonus increased on average 3.2%. The bonus targets fall within the competitive benchmark and the NEOs remain within the competitive benchmark. In February 2025, in approving the 2024 EMIP payouts, the Committee assessed our financial performance against budget with respect to consolidated and applicable segment performance, as applicable. On average, 2024 EMIP payments for the NEOs were 36% below their 2024 target amounts, driven primarily by falling short of threshold on Adjusted Revenue resulting in a 0% payout on the Adjusted Revenue component. The following table illustrates actual results versus budget and the interpolated Financial Performance Factor for each financial metric to arrive at the Weighted Financial Payout Factor that drives actual bonus payouts.

  83. ROLE OF CEO AND MANAGEMENT

    | | Lincoln Electric Holdings | | | | | | Actual vs. Budget | Interpolated Financial Performance Factor | Weighting | Weighted Financial Payout factor | | Adjusted Revenue | 91.8% | 0% | 25% | 55.5% | | Adjusted EBITB | 91.6% | 72.0% | 50% | | | AOWC/Sales | 95.6% | 78.0% | 25% | |

  84. ROLE OF CEO AND MANAGEMENT

    Note: The Adjusted EBITB performance results were adjusted for the same types of special items that impact Adjusted Operating Income and Adjusted Net Income as disclosed in Appendix A. The actual bonus payout to the NEOs considers the impact of individual performance. The Committee assessed the performance of each NEO against their Individual Performance Goals and assigned a rating that impacts the annual bonus calculation as illustrated above. For the current year, individual performance ratings for the annual bonus for officers ranged from 100 to 130. The following chart illustrates the actual calculated bonus considering both the financial and individual performance. 2024 EMIP payments for the NEOs, were on average 62% lower than the 2023 EMIP payments, driven by relatively flat year-over-year revenue results.

  85. ROLE OF CEO AND MANAGEMENT

    LONG-TERM INCENTIVE COMPENSATION We believe that long-term incentive compensation should be provided to focus rewards on factors that deliver long-term sustainability and should be established at the median (or 50th percentile) of the market. We have targeted the median of the market, in keeping with our pay for performance philosophy, because we believe that superior long-term financial growth itself should be the main driver of above-market long-term incentive compensation. For 2024, our long-term incentive compensation program consists of three components: (1) stock options, (2) RSUs and (3) Performance Shares. The value of each is weighted equally. This provides an even balance with respect to the different attributes and timing associated with each type of award. Annual awards of all three components are made to EMIP participants, including the NEOs. Valuation of Equity Awards. We use standard valuation methods to convert long-term incentive compensation values to shares upon the grant date. These methods consider a 7-day historical average of our stock price, up to and including the grant date, for RSUs and Performance Shares and the grant date Black-Scholes valuation for stock options. Normal Cycle and Out-of-Cycle Equity Awards. The Committee has discretion in awarding grants to EMIP participants and does not delegate its authority to management, nor does management select or influence the award dates. Occasionally, the Committee may approve limited, out-of-cycle special awards for specific business purposes or in connection with executive promotions or the hiring of new executive employees. However, the date used for normal cycle awards to all EMIP participants, including the NEOs, is the date of a regularly scheduled Committee meeting, which is fixed well in advance and generally occurs at the same time each year. The Committee has approved delegated authority to the CEO to designate awards through 2025 to certain employees under our equity plan, subject to specific limits established. The CEO can only grant RSU awards and cannot grant awards to any executive officers, Section 16 officers or greater-than-10% beneficial owners of the Company, and such awards must be granted pursuant to the agreements and vesting terms already approved by the Committee. The following is a summary of the three components of our long-term incentive compensation program, in which all our NEOs participate, as in effect for 2024:

  86. ROLE OF CEO AND MANAGEMENT

    | | Standard Vesting Provision | Accelerated Vesting Provisions | | Stock Options | • Vest ratably over 3 years | • Full vesting upon death or disability. • Full vesting upon retirement. • Full vesting in the event of a change in control, if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination. | | | | | | Restricted Stock Units (RSUs) | • Vest in full after 3 years | • Full vesting upon death or disability. • Full vesting upon retirement. • Full vesting in the event of a change in control, if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination. | | | | | | Performance Shares | • Vest based on performance during the applicable 3-year performance period | • Vest at target upon death or disability. • Full vesting upon retirement, based on actual performance for the applicable 3-year performance period. • Vest at target in the event of a change in control (or the greater of target or actual for awards granted since 2024), if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination. | | | | |

  87. ROLE OF CEO AND MANAGEMENT

    PERFORMANCE SHARES Our long-term incentive compensation program includes grants of Performance Shares, which are designed to offer award opportunities aligned with the long-term performance of Lincoln Electric. Target share amounts are set each year at the beginning of a three-year performance cycle based on a 7-day historical average of the stock price, up to and including the grant date. Because awards are made each year and because each award relates to a three-year performance cycle, three different cycles will be running at any point in time. The percentage of the target shares actually paid at the end of the applicable three-year cycle will be based upon achievement of three-year company performance as interpolated against pre-established performance thresholds. Each plan has performance thresholds with percentage payouts attributable to those thresholds ranging from 0% to 200% of target. The Committee retains discretion to modify payments to any participant, to modify targets and/or to modify the performance thresholds (up or down). PERFORMANCE SHARES FINANCIAL METRICS The Committee annually reviews and approves the performance metrics that are tied to the Performance Shares. For the open performance cycles, the Performance Shares’ two financial metrics are as follows:

  88. ROLE OF CEO AND MANAGEMENT

    From time to time, the Committee has considered and approved certain limited adjustments to reported net income (both positive and negative) in determining achievement of performance against the thresholds. Each adjustment is reviewed in detail before it is made. The types of adjustments the Committee has considered include: rationalization charges, certain asset impairment charges, the gains and losses on certain transactions including the disposal of certain assets and other special items, which generally align with the special items disclosed in the Adjusted Net Income table in Appendix A. To the extent an adjustment relates to restructuring or rationalization charges that are intended to improve organizational efficiency, a corresponding charge (equal to the adjustment) is amortized against future years’ adjusted net income until that adjustment is fully offset against the intended savings (generally this amortization occurs over a three-year period). PERFORMANCE THRESHOLDS In setting the performance ranges for a new three-year period (including the 2024 to 2026 performance cycle), the Committee considers various factors, including historical performance against established ranges, to try to achieve a 50% probability of attaining the target for any cycle. For the 2022 to 2024 Plan, the Committee did not make any modifications to the three-year adjusted net income growth performance ranges or the three-year average ROIC relative to peer ranges. TIMING FOR SETTING PERFORMANCE METRIC GOALS Performance targets are set at the beginning of the first fiscal year in the cycle. This timing allows the Committee to see our final financial results for the prior year and allows for more current macro-economic projections to be used. 2022 to 2024 Performance Shares. For the 2022 to 2024 Performance Shares cycle, the target performance level for Adjusted Net Income for Compensation Purposes was exceeded with a 138.5% payout calculation and the maximum level for ROIC for Compensation Purposes was exceeded resulting in a 200% payout calculation. As noted above, the 2022 to 2024 Performance Shares cycle has a 50% weighting on each financial metric, which resulted in a combined payout of 169.2% of the target award opportunity. The following is a summary of each of the performance metric goals and results for the most recently completed Performance Shares cycle (2022 to 2024): 3-Year Growth in Adjusted Net Income for Compensation Purposes The potential payout levels as a percentage of target based on actual performance are summarized below (results are interpolated between individual levels):

  89. ROLE OF CEO AND MANAGEMENT

    | ($ in thousands) Performance Level | 3-Year Growth in Adjusted Net Income for Compensation Purposes | | Payout as a % of Target | | Threshold | 10% | | 25% | | | 25% | | 50% | | Target | 40% | | 100% | | | 50% | | 150% | | Maximum | 60% | | 200% | | 2024 Actual | 47.7% | $526,440 | 138.5% |

  90. ROLE OF CEO AND MANAGEMENT

    | | 3-Year Average ROIC for Compensation Purposes Relative to LECO Peer Group | | | | Performance Level | %ile Rank in Peer Group | ROIC Result | Payout as a % of Target | | Threshold | 40th %ile | 11.6% | 25% | | | 50th %ile | 12.3% | 50% | | Target | 65th %ile | 15.5% | 100% | | | 70th %ile | 16.1% | 150% | | Maximum | 80th %ile | 16.6% | 200% | | 2024 Actual | 100th %ile | 23.2% | 200% |

  91. ROLE OF CEO AND MANAGEMENT

    | NEO | Target Award Opportunity (# of shares) | Maximum Award Opportunity Based on Thresholds (# of shares) | Actual Performance Share Payout % | Actual Award (# of shares) | | Steven B. Hedlund | 2,660 | 5,320 | 169.2% | 4,500 | | Gabriel Bruno | 2,966 | 5,932 | 169.2% | 5,018 | | Christopher L. Mapes | 14,341 | 28,682 | 169.2% | 24,264 | | Jennifer I. Ansberry | 1,809 | 3,618 | 169.2% | 3,060 | | Michele R. Kuhrt | 1,304 | 2,608 | 169.2% | 2,206 |

  92. ROLE OF CEO AND MANAGEMENT

    2024-2026 PERFORMANCE SHARES In August 2023, in conjunction with the announced CEO transition plan, the LTI targets for Mr. Mapes was reduced to $5,643,200 for his role as Executive Chair and the LTI targets for Mr. Hedlund was increased to $4,787,100 for his role as CEO, effective January 1, 2024. In evaluating 2024 long-term incentive compensation (at the beginning of 2024), the Committee reviewed 2023 compensation versus the competitive benchmarks. The Committee concluded that overall the long-term incentive compensation program for the NEOs remained within the competitive benchmark. Excluding Mr. Mapes and Mr. Hedlund, the Committee adjusted 2024 long-term incentive compensation opportunities for the NEOs on average 4.2%, placing their LTI targets above the 50th percentile, however still within the competitive framework. All of these awards are subject to our Recovery of Funds Policy, which is discussed below. The Performance Shares financial metrics for the 2024 to 2026 performance cycle remained consistent with prior years: 50% is based on the growth in Adjusted Net Income for Compensation Purposes over the 3-year performance period and 50% is based on our 3-year average ROIC for Compensation Purposes relative to our proxy peer group. Additionally, the performance ranges for the 2024 to 2026 performance cycle align with the ranges outlined above in analysis of the actual Performance Share payout for the 2022 to 2024 Performance Share cycle. For more information about the quantities of the 2024 stock option, RSU and Performance Share awards actually granted to the NEOs, see the 2024 Grants of Plan-Based Awards table and the Outstanding Equity Awards at 2024 Fiscal Year-End table (and their related narrative disclosure) below. 2025 EXECUTIVE COMPENSATION ACTIONS The Committee annually considers the overall design of our executive compensation program, aiming to achieve alignment with shareholder interests and our pay for performance philosophy. The Committee also reviews prevailing best practices across our industry and the broader market. Significant consideration is also given to shareholder feedback, including the say-on-pay vote. With the recent CEO transition and the transition to a new independent compensation consultant in 2024, the Committee undertook a holistic review of our executive compensation program to help ensure it meets the objectives noted above. Based on this review, the following program design changes were made for 2025:

  93. ROLE OF CEO AND MANAGEMENT

    | Compensation Element | 2024 Design | | 2025 Design | | Rationale for Change | | Short-Term Incentive Plan | | | | | | | Financial Metrics | 100% Overall Weighting | - 50% Adjusted EBITB - 25% AOWC/ Sales - 25% Revenue | 80% Overall Weighting | - 60% Adjusted EBITB - 20% AOWC/ Sales | • Continued focus on profitability and working capital efficiency to maximize cash flow generation remain priorities • Revenue, as a primary incentive plan metric, was moved to Long-term Incentive Plan. Short-term revenue goals remain which impact EBITB | | Non-Financial Metrics | Individual Performance Modifier | | 20% Strategic Goals Weighting | | • The implementation of team-oriented strategic objectives will encourage heightened focus on achieving the near-term building blocks of our long-term strategic priorities. For 2025, these will include objectives tied to Safety, Growth, Productivity, Teamwork and Talent strategic initiatives | | | | | Individual Performance Modifier | | • Continued use of an individual performance modifier will allow for payout differentiation, when warranted |

  94. ROLE OF CEO AND MANAGEMENT

    | Long-Term Incentive Plan | | | | | Equity Vehicles | - 33.3% Performance Shares - 33.3% Stock Options - 33.3% RSUs | - 50% Performance Shares - 25% Stock Options - 25% RSUs | • Additional emphasis on Performance Shares more closely aligns with predominant market practice and enhances line-of-sight and accountability on our leadership team to achieve our stated financial objectives • Continued use of stock options will help align our executives with shareholder interests (i.e., stock price appreciation) • Continued use of RSUs will aid in retention | | Vesting Provisions | - 3-year ratable (annual) vesting for Stock Options - 3-year cliff vesting for RSUs - 3-year cliff vesting for Performance Shares | - 3-year ratable (annual) vesting for both Stock Options and RSUs - 3-year cliff vesting for performance shares | • With the change in RSU vesting to 3-year ratable (annual) vesting, our vesting provisions will more closely align with peer and broader market practices, increasing our ability to attract and retain top talent | | Performance Share Metrics | - 50% Adjusted Net Income Growth - 50% Relative ROIC | - 50% Net Sales Growth - 50% Adjusted Operating Income Margin Expansion - Total Payout Subject to an Absolute ROIC “governor” | • We believe revenue (“Net sales”) growth is a key driver to long-term growth and better to measure over a longer-term (i.e., 3-year) • The use of margin expansion aligns with our stated long-term strategy to enhance profitability through operational excellence and a focus on higher margin business • To completement growth and profit margin expansion targets, the executive team is expected to maintain top quartile ROIC performance otherwise payout under the plan will be capped; which is designed to drive long-term shareholder value |

  95. ROLE OF CEO AND MANAGEMENT

    | • | Up to 80% of base salary and/or annual bonus can be deferred; and |

  96. ROLE OF CEO AND MANAGEMENT

    | • | Up to 100% of RSUs or Performance Shares can be deferred; |

  97. ROLE OF CEO AND MANAGEMENT

    | • | RSUs and Performance Shares that are deferred are deemed invested in a Lincoln Electric Stock fund; these deferrals can be reallocated to other investment options on the later of 6 months after the date on which the amounts are allocated to the participant’s account or the date the participant has satisfied his or her stock ownership guidelines; |

  98. ROLE OF CEO AND MANAGEMENT

    | • | Distributions are permitted in the event of a separation from service, disability, death, change in control or unforeseeable emergency; |

  99. ROLE OF CEO AND MANAGEMENT

    More information on these programs can be found in the 2024 Deferred Compensation Benefits section. CHANGE IN CONTROL ARRANGEMENTS We have entered into change in control agreements with all of our continuing NEOs. The agreements are designed generally to help assure continued management in the event of a change in control of Lincoln Electric. The change in control agreements are operative only if a change in control occurs and payments are made if the officer’s employment is terminated under certain circumstances (or if the officer terminates employment due to certain adverse employment changes). The agreements provide our NEOs with the potential for continued employment following a change in control, which helps to retain these executives and provide for management continuity in the event of an actual or threatened change in control of Lincoln Electric. They also help ensure that our executives’ interests remain aligned with shareholders’ interests during a time when their continued employment may be in jeopardy. For a more detailed discussion of our change in control agreements, see Termination and Change in Control Arrangements below. Outside of these change in control agreements, we do not maintain written employment or other severance agreements for U.S.-based employees. RECOVERY OF FUNDS POLICIES We maintained a Clawback Policy during 2024 to comply with the requirements of new SEC regulations and Nasdaq listing standards. We also maintained a Supplemental Recovery of Funds Policy during 2024 that works in tandem with and as a supplement to the Clawback Policy. Our Clawback Policy and the Supplemental Recovery of Funds Policy are applicable to all of our executive officers, including our NEOs. The Clawback Policy provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. In general, we may utilize a broad range of recoupment methods under the Clawback Policy for mandatory accounting restatement clawbacks. The Clawback Policy does not condition such clawback on the fault of the executive officer, but we are not required to clawback amounts in limited circumstances where the Compensation and Executive Development Committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. We may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement. The Supplemental Recovery of Funds Policy in general provides for compensation recovery on terms substantially similar to the Clawback Policy, but specifically for compensation that is not covered by or subject to the Clawback Policy (for example, that pre-dates the scope or effectiveness of the Clawback Policy). The Supplemental Recovery of Funds Policy is also triggered if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, and applies to our current or former executive officers and their incentive-based compensation (as described above) received during an applicable three-year recovery period. INSIDER TRADING POLICY AND ANTI-HEDGING/PLEDGING POLICY We maintain an insider trading policy applicable to our Directors, executive officers and other employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, including Nasdaq rules, in connection with the purchase, sale, and or other dispositions of Company securities or the securities of other companies with which we do business. Consistent with our philosophy to encourage long-term investment in our common stock, our Directors, executive officers and certain other employees are prohibited from engaging in any speculative transactions involving our securities, including buying or selling puts or calls, or engaging in any derivative or hedging transaction that has the effect of limiting or hedging economic exposure with respect to such person’s position in our securities, short sales and margin purchases. In addition, our insider trading policy prohibits future pledging of Lincoln Electric securities by our Directors, executive officers and certain other employees. There are no pledges of our common stock in place for any of our Directors or executive officers. STOCK OWNERSHIP GUIDELINES In keeping with our philosophy that officers should maintain an equity interest in Lincoln Electric, we have stock ownership guidelines for officers. The guidelines were reviewed in 2021 and no changes were recommended based on a review of our peer group. Under the current guidelines, our officers are required to own and hold a certain number of our common shares, currently at the levels set forth in the table below:

  100. ROLE OF CEO AND MANAGEMENT

    Each officer has five years to satisfy his or her applicable stock ownership guideline. An officer must satisfy the applicable stock ownership guideline before he or she is permitted to sell shares, including shares issued as a result of RSUs vesting or Performance Shares vesting (other than shares withheld to cover taxes) and shares obtained from the exercise of stock options (other than shares withheld to cover exercise cost and taxes). Unless an officer is promoted into a higher guideline level, the stock ownership guideline will reset every 5 years utilizing updated base pay and stock price information. RSU awards count towards an officer’s stock ownership amount, however common shares underlying stock options, Performance Shares and shares held in another person’s name (including a relative) do not. As of December 31, 2024, all of our NEOs met the applicable stock ownership guidelines. POLICIES AND PRACTICES REGARDING THE GRANT OF STOCK OPTIONS Under the Company’s policies and practices, while the Committee does not have predetermined fixed dates upon which grants must be made, stock options (including those granted to our NEOs) are generally granted as part of annual award opportunities at a regularly scheduled Committee meeting or via a unanimous written consent executed by the Committee during January or February of each year. Such Committee meetings are generally scheduled at least one year in advance. Grants for any new hire or promoted employee who would otherwise receive a relevant grant of stock options after such February grant date in any year are generally made on an ad hoc basis, from time to time as determined by the Committee, as needed under the particular circumstances of such new hire or promotion, and at a special Committee meeting or via unanimous written consent of the Committee. All such stock options are generally granted under a shareholder-approved plan and with an exercise price equal to the closing market price of the Company’s common shares on the date of grant. As a general matter, the Committee does not take material nonpublic information into account when determining the timing and terms of such stock option awards. Due to the grant timing described above, grants may be made both during or outside of open trading windows. This grant timing is used to provide for a routine and regular grant practice regarding all employees’ stock options, and in order to make sure that the existence (or lack thereof) of material nonpublic information is not a factor in decisions about the timing or size of stock option grants. In this sense, the Committee acts in a neutral manner with respect to the existence (or lack thereof) of material nonpublic information when making stock option grants. In 2024, stock option grants were made at times that did not trigger proxy statement disclosure of such grants under certain new disclosure requirements in Regulation S-K Item 401(x)(1), and the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material nonpublic information. DEDUCTIBILITY OF COMPENSATION Our general philosophy has historically been to qualify future compensation for tax deductibility wherever applicable and appropriate. Although a portion of the amount we recorded as compensation to our NEOs in 2024 was non-deductible, this did not have a significant impact to our income tax position. As part of the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”), the ability to rely on the performance-based compensation exception under Section 162(m) of the U.S. Internal Revenue Code (“Section 162(m)”) was generally eliminated, and the limitation on deductibility generally was expanded to include all NEOs (as well as certain former officers). As a result of the Tax Reform Act, after 2017 and subject to certain grandfathered provisions, we are no longer able to deduct any compensation paid to our NEOs in excess of $1 million. COMPENSATION COMMITTEE REPORT The Compensation and Executive Development Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with our management and, based on this review and discussion, recommended to the Board of Directors that it be included in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Proxy Statement. By the Compensation and Executive Development Committee:

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    | | | Purpose | Financial Metrics Used | When the 2024 Amount Was Set | The Period to Which the Amount Relates | Where Reported in the SCT(1) | | Short-Term | Base Pay | Rewards responsibility, experience and individual performance | — | Beginning of 2024 | 2024 | Salary column | | | Annual Bonus (EMIP) | Rewards strong annual financial results and individual performance | Adjusted Revenue(2), EBITB(2) and AOWC/Sales(2) | Beginning of 2024 | 2024 Performance | Non-Equity Incentive Plan Compensation column | | Long-Term | Stock Options | Rewards the creation of shareholder value | — | Beginning of 2024 | 2024 Based Award | Option Awards column | | | RSUs | Rewards the creation of shareholder value and strong long-term financial results | — | Beginning of 2024 | 2024 Based Award | Stock Awards column | | | Performance Shares | Rewards the creation of long-term growth and the efficient use of capital | Adjusted Net Income(2) Growth and ROIC(2) | Beginning of 2024 | 2024 through 2026 Performance | Stock Awards column | | Both | Benefits other than Pension | Includes 401(k) contributions, Restoration Plan contributions, insurance and standard expatriate benefits | — | Various | 2024 | All Other Compensation column | | | Pension Benefits | Includes above-market earnings in the Top Hat Plan | — | Various | For above-market earnings, shows 2024 amounts | Change in Pension Value and Nonqualified Deferred Compensation Earnings column | | | Perquisites | Meets specific business needs—includes financial planning, annual physical and certain club dues | — | Various | 2024 | All Other Compensation column |

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    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Steven B. Hedlund Chair, President and Chief Executive Officer | 2024 | 1,010,000 | 3,306,208 | 1,595,709 | 975,357 | — | 469,383 | 7,356,657 | | | 2023 | 798,833 | 1,469,165 | 980,006 | 1,890,704 | — | 194,930 | 5,333,638 | | | 2022 | 564,584 | 962,817 | 340,000 | 1,317,851 | — | 186,452 | 3,371,704 | | Gabriel Bruno Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 580,000 | 932,634 | 450,026 | 386,280 | 591 | 203,515 | 2,553,046 | | | 2023 | 540,000 | 852,046 | 420,001 | 979,026 | 678 | 197,964 | 2,989,715 | | | 2022 | 500,000 | 759,474 | 379,178 | 975,000 | 643 | 159,464 | 2,773,759 | | Christopher L. Mapes Executive Chair (Retired) | 2024 | 553,800 | 3,897,502 | 1,881,054 | 490,232 | 76,829 | 226,609 | 7,126,026 | | | 2023 | 1,107,600 | 4,196,532 | 2,068,853 | 2,777,943 | 138,395 | 320,347 | 10,609,670 | | | 2022 | 1,065,000 | 3,672,156 | 1,833,338 | 3,088,500 | 185,377 | 252,107 | 10,096,478 | | Jennifer I. Ansberry Executive Vice President, General Counsel and Secretary | 2024 | 505,000 | 552,764 | 266,680 | 302,697 | — | 167,920 | 1,795,061 | | | 2023 | 468,000 | 524,038 | 258,324 | 731,351 | — | 158,939 | 2,140,652 | | | 2022 | 432,500 | 463,212 | 231,242 | 684,000 | — | 130,901 | 1,941,855 | | Michele R. Kuhrt Executive Vice President, Chief Transformation Officer | 2024 | 468,000 | 397,160 | 191,686 | 262,857 | — | 153,230 | 1,472,933 | | | 2023 | 451,000 | 380,096 | 187,330 | 689,797 | — | 170,874 | 1,879,097 | | | 2022 | 438,000 | 333,902 | 166,665 | 830,000 | — | 131,282 | 1,899,849 |

  103. ROLE OF CEO AND MANAGEMENT

    | 4 | Of the amount reported, $591 is included as compensation for 2024 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. |

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    | 6 | Of the amount reported, $76,829 is included as compensation for 2024 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. |

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    Termination and Change in Control Arrangements The Key Compensation Programs table below highlights the standard benefits and payments available to NEOs in the event of a termination of employment and/or a change in control. The Termination and Change in Control Table below reflects the estimated additional amounts of compensation each NEO would receive in the event of a termination of employment and/or a change in control. Termination events include: a voluntary termination by the executive; normal retirement of the executive; an involuntary, not-for-cause termination by Lincoln Electric; a for-cause termination by Lincoln Electric; a termination upon a change in control; and a termination due to death or disability. In addition, estimated additional compensation amounts are shown in the event of a change in control without termination of employment. The amounts shown assume that each event occurred on December 31, 2024, the last business day of the calendar year. TERMINATION OF EMPLOYMENT No written agreements exist that provide additional payments to a NEO in the event of a voluntary termination of employment with Lincoln Electric or a termination of employment initiated by Lincoln Electric (whether for cause or not). We do not have employment agreements or severance agreements, except for our change in control severance agreements described below. Pursuant to our standard employment policies, upon termination of employment, a NEO would be entitled to receive the same benefits and payments that are generally available to salaried employees:

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    | • | Earned but unpaid base pay, up to the date of termination; |

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    | • | Earned and unused paid time off, up to the date of termination; |

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    | • | Vested amounts held in the executive’s account under our 401(k) Plan; |

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    | • | Amounts held in the executive’s account under our Top Hat Plan (based on the executive’s election); and |

  110. ROLE OF CEO AND MANAGEMENT

    | • | Amounts held in the executive’s account under our Restoration Plan. |

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    CHANGE IN CONTROL We have entered into change in control severance agreements with our NEOs. Pursuant to our change in control severance agreements, in the event of a “change in control,” if the NEO’s employment is terminated without “cause” (as defined in the change in control severance agreement) or the NEO terminates employment for “good reason” (as defined in the change in control severance agreement) during the severance period (as described below) (or for certain other employment terminations prior to and related to the change in control, as described in the change in control severance agreement), we will make severance payments and provide certain benefits as indicated in the Key Compensation Programs table below. The severance period commences on the date of the first occurrence of a change in control and ends on the earlier of (a) the second anniversary of the change in control, or (b) the executive’s death. Our NEOs are required to abide by certain restrictive covenants and execute a release of claims in order to receive certain severance payments and benefits under the change in control severance agreements. The following events in general would constitute a change in control:

  112. ROLE OF CEO AND MANAGEMENT

    | • | Any individual, entity or group is or becomes the beneficial owner of 30% or more of the combined voting power of the then-outstanding voting stock of Lincoln Electric; | • | Certain reorganizations, mergers or consolidations, or the sale or other disposition of all or substantially all of the assets of Lincoln Electric, or certain other corporate transactions are consummated; or | | • | A majority of the Board ceases to be comprised of incumbent Directors; | • | Approval by the shareholders of a complete liquidation or dissolution of Lincoln Electric. |

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    KEY COMPENSATION PROGRAMS

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    | | Voluntary Termination/ Termination with Cause | Involuntary Termination/ Termination without Cause | Normal Retirement(1) | Change in Control (with Termination)(2) | Change in Control (No Termination) | Death or Disability | | Severance | None | Company has discretion | None | Lump-sum payment equal to the sum of base pay and bonus as described in the severance agreement times three for the CEO and times two for other NEOs | None | None | | Annual Bonus (EMIP) | Forfeited | Forfeited | Pro-rata portion of EMIP(3) | Pro-rata portion of EMIP payment equal to the greater of the actual or target amount | Pro-rata portion of EMIP payment equal to the greater of the actual or target amount | Pro-rata portion of EMIP(3) | | Long-Term Incentive Plan (Performance Shares) | Forfeited | Forfeited | Full vesting of Performance Shares, based on actual performance | Accelerated vesting of Performance Shares at target (or the greater of target or actual for awards granted since 2024), if replacement award provided and subsequent qualifying termination | No accelerated vesting if replacement award provided and continued employment Accelerated vesting of Performance Shares granted prior to the change in control at target (or the greater of target or actual for awards granted since 2024), if no replacement award provided | Accelerated vesting of Performance Shares at target | | Stock Options | Unvested stock options forfeited Entitled to exercise vested stock options for a period of three months after termination(4)(5) | Unvested stock options forfeited Entitled to exercise vested stock options for a period of three months after termination(4)(5) | Accelerated vesting of any unvested stock options with right to exercise such vested options for the remaining period of the original 10-year term(5) | Accelerated vesting of unvested stock options, if replacement award provided and subsequent qualifying termination Entitled to exercise vested stock options for the remaining period of the original 10-year term(5) | No accelerated vesting if replacement award provided and continued employment Accelerated vesting of unvested stock options granted prior to change in control, if no replacement award provided | Accelerated vesting of unvested stock options Entitled to exercise stock options for a period of three years after death or disability(4)(5) |

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    | | Voluntary Termination/ Termination with Cause | Involuntary Termination/ Termination without Cause | Normal Retirement(1) | Change in Control (with Termination)(2) | Change in Control (No Termination) | Death or Disability | | RSUs | Forfeited | Forfeited | Accelerated vesting of RSU awards | Accelerated vesting of RSU awards, if replacement award provided and subsequent qualifying termination | No accelerated vesting if replacement award provided and continued employment Accelerated vesting of RSU awards granted prior to change in control, if no replacement award provided | Accelerated vesting of RSU awards | | Outplacement | None | None | None | Maximum of $100,000 for CEO and $50,000 for the other NEOs | None | None | | 280G Treatment | N/A | N/A | N/A | 6 | N/A | N/A | | Other | Continuing medical and/or dental coverage under COBRA, for which the executive would pay 102% of the applicable premium | Continuing medical and/or dental coverage under COBRA, for which the executive would pay 102% of the applicable premium | Continuing medical and/or dental coverage under COBRA, for which the executive would pay 102% of the applicable premium | Continuing medical insurance (102% of the premium paid by the executive) and life insurance for a period of three years following the NEO’s termination date(7) | 7 | Continuing medical and/ or dental coverage with 102% of the premium paid by the executive (or his or her surviving dependents) |

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    | 1 | Subject to any 409A deferred payment requirements. For purposes of the Annual Bonus (EMIP), Normal Retirement is defined as termination at or after age 60 and 5 years of service or at or after age 55 and 25 years of service. For purposes of Performance Shares, stock options and RSUs, commencing with awards granted in 2021, Normal Retirement is defined as termination at or after age 60 and 5 years of service or at or after age 55 and 15 years of service. |

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    | 2 | Provision applicable in the event of a termination without Cause or termination for Good Reason in connection with a Change in Control. With respect to Performance Shares, stock options and RSUs, such termination without Cause or termination for Good Reason must occur within a period of two years after the Change in Control (or in certain employment terminations prior to and related to the change in control) to receive the accelerated vesting treatment. |

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    | 3 | Based on the executive’s period of employment during the calendar year, subject to achievement of the applicable personal and financial goals. |

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    | 4 | After which time the vested stock options would expire. |

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    | 5 | Vested stock options canceled if the executive is terminated for cause or the executive engaged in competitive conduct within six months of termination. |

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    | 6 | Severance payments reduced to the 280G (excess parachute payment) safe harbor limit, unless the executive would achieve a better after-tax result paying the excise tax imposed on excess parachute payments. No payment, net of taxes, to compensate for any excise tax imposed. |

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    | 7 | Amounts and/or shares (from vested RSUs or Performance Shares) held in executives’ accounts under the Top Hat Plan automatically paid out. |

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    TERMINATION AND CHANGE IN CONTROL TABLE The following table sets forth estimates of the potential incremental payments to each of our NEOs upon the specified termination events and upon a change in control, both with and without a qualified termination, assuming that each such event took place on the last business day of 2024. The table does not quantify benefits under plans that are generally available to salaried employees that do not discriminate in favor of NEOs, including the 401(k) Plan, the health care plan and the life insurance plan. The LTIP (Performance Shares) amounts include amounts for the 2023-2025 and 2024-2026 cycles, represented by the target amounts for the two cycles that were open as of the last business day of 2024. There is no amount included for either the 2024 Annual Bonus (EMIP) or the 2022-2024 cycle because both such awards were deemed to have been earned as of the last business day of the year. The following table assumes, in the event of a change in control, replacement awards are provided pursuant to the 2015 and 2023 Equity and Incentive Compensation Plan’s respective Stock Option Agreement, Restricted Stock Unit Agreement, and Performance Share Agreement (“Agreements”). Pursuant to the Agreements, if the respective equity awards are not replaced, all outstanding equity awards will accelerate as of the closing date of the change in control. In the event of a change in control where no replacement awards are provided, the accelerated equity values are consistent with the accelerated equity values under Change in Control (Replacement Awards; Qualified Termination). In addition, the table includes all equity that is accelerated as a result of termination but does not include the value of outstanding equity awards that have previously vested, such as stock options, which awards are set forth above in the Outstanding Equity Awards at December 31, 2024 table. For descriptions of the compensation plans and agreements that provide for the payments set forth in the following table, including our change in control agreements, see the “Elements of Executive Compensation” discussion contained in the CD&A. Under the normal retirement scenario, the retirement definition is either at or after age 60 and 5 years of service or at or after age 55 and 15 years of service, and, as of December 31, 2024, three NEOs were eligible for normal retirement under the equity awards. The Annual Bonus (EMIP) has a retirement definition of either at or after age 55 and 25 years of service or at or after age 60 and 5 years of service, under which two NEOs were eligible for normal retirement as of December 31, 2024. Additionally, our Executive Chair was also retirement eligible under both the equity awards and Annual Bonus (EMIP) when he retired on December 31, 2024, as described below. There are no amounts included in the retirement scenario below for the EMIP bonus as (due to calculation on the last business day of the year) it was deemed and assumed to have been fully earned. The amounts shown for the Performance Shares assumes performance at target, although actual payout upon retirement would be based on actual performance determined in the normal course.

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    | | Steven B. Hedlund | Gabriel Bruno | Jennifer I. Ansberry | Michele R. Kuhrt | | Involuntary Termination/Termination without Cause before Normal Retirement: | N/A | N/A | N/A | N/A | | Normal Retirement: | $5,736,990 | $2,947,827 | Not Eligible | $1,102,704 | | Performance Shares–Accelerated Vesting | $1,773,466 | $807,808 | N/A | $353,193 | | Stock Options–Accelerated Vesting | $326,017 | $344,459 | N/A | $151,856 | | RSUs–Accelerated Vesting | $3,637,507 | $1,795,560 | N/A | $597,655 |

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    | | Steven B. Hedlund | Gabriel Bruno | Jennifer I. Ansberry | Michele R. Kuhrt | | Change in Control (Replacement Awards; Qualified Termination): | $11,989,379 | $6,111,853 | $4,002,759 | $3,608,501 | | Severance | $7,842,831 | $3,114,026 | $2,425,351 | $2,455,797 | | Annual Bonus (EMIP) | $0 | $0 | $0 | $0 | | Performance Shares–Accelerated Vesting | $1,773,466 | $807,808 | $488,922 | $353,193 | | Stock Options–Accelerated Vesting | $326,017 | $344,459 | $210,431 | $151,856 | | RSUs–Accelerated Vesting | $3,637,507 | $1,795,560 | $828,055 | $597,655 | | Outplacement Estimate | $100,000 | $50,000 | $50,000 | $50,000 | | 280G Cutback | $(1,690,442) | $0 | $0 | $0 | | Change in Control (Replacement Awards; No Termination): | $0 | $0 | $0 | $0 | | Annual Bonus (EMIP) | $0 | $0 | $0 | $0 | | Performance Shares–Accelerated Vesting | $0 | $0 | $0 | $0 | | Stock Options–Accelerated Vesting | $0 | $0 | $0 | $0 | | RSUs–Accelerated Vesting | $0 | $0 | $0 | $0 | | Death or Disability: | $5,736,990 | $2,947,827 | $1,527,408 | $1,102,704 | | Performance Shares–Accelerated Vesting | $1,773,466 | $807,808 | $488,922 | $353,193 | | Stock Options–Accelerated Vesting | $326,017 | $344,459 | $210,431 | $151,856 | | RSUs–Accelerated Vesting | $3,637,507 | $1,795,560 | $828,055 | $597,655 |

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    Mr. Mapes retired as Executive Chair from the Company on December 31, 2024. In connection with his retirement, Mr. Mapes received (or will receive) his already-earned and vested benefits that we were contractually required to pay to him as of such date. These benefits include payout of his actual 2024 EMIP payment, full vesting of his outstanding RSUs and stock options (and continued exercisability of such stock options for their full original term), continued vesting based on actual performance for his 2023 and 2024 Performance Shares grants, payment for his 2022 Performance Shares based on actual results, and continued COBRA medical and/or dental coverage, as described above. Upon his retirement, Mr. Mapes received retirement benefits totaling an estimated $12,082,788, in accordance with the terms of the underlying compensation programs, as described in the “Key Compensation Programs” chart. This total includes the accelerated vesting of 80,613 stock options (intrinsic value of $1,676,081, based on the difference of the closing price of our stock on December 31, 2024, the date of retirement, and the stock option strike price), the accelerated vesting of 34,155 RSUs (intrinsic value of $6,603,752, representing the closing price of our stock on December 31, 2024, the date of retirement and accrued dividend equivalents) and the accelerated vesting of 19,814 Performance Shares (intrinsic value of $3,802,955, representing the closing price of our stock on December 31, 2024, the date of retirement, at target, and accrued dividend equivalents) under our standard vesting policies upon retirement. CEO Pay Ratio For 2024, we estimate that the ratio of the annual total compensation of our CEO $7,356,657 which is the same amount reported for Mr. Hedlund in the 2024 Summary Compensation Table) to the annual total compensation of our median employee $49,013 is 150:1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. In accordance with Item 402(u) of Regulation S-K, in calculating our CEO pay ratio for 2024, we believe there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. As a result, we have used the same median employee for determining the 2024 CEO pay ratio as we used to calculate the CEO pay ratio for 2023. In 2023, we determined our median employee based on total cash and equity compensation paid to our active employees as of October 1, 2023 for the period beginning on January 1, 2023. We included all full time, part time, seasonal and temporary employees, whether employed domestically or overseas and whether employed directly or by a consolidated subsidiary. Compensation for employees hired during 2023 was annualized for all employees other than temporary or seasonal employees (and full-time equivalencies were not created). Annual total compensation for the median employee for 2024 was calculated using the same methodology used for our NEOs as set forth in the 2024 Summary Compensation Table. Of the employees that were identified as potential median employees, we selected an employee based in the U.S. that was representative of the largest portion of our workforce. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies. Pay Versus Performance In accordance with Securities and Exchange Commission rules, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“non-PEO NEOs”) and certain measures of Company performance for the fiscal years listed below. The Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

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    | Year | Summary Compensation Table (SCT) Total for PEO 1(1)($) | SCT Total for PEO 2(1)($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3)($) | Average SCT Total for Non-PEO NEOs(1)($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)($) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income ($ Millions) | ROIC for Compensation Purposes(5) | | | | | | | | | Company TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | — | 7,356,657 | — | 4,980,729 | 3,236,767 | 1,923,445 | 210.73 | 163.54 | 466 | 18.8% | | 2023 | 10,609,670 | — | 27,971,976 | — | 3,085,776 | 5,933,007 | 241.00 | 143.54 | 545 | 22.6% | | 2022 | 10,096,478 | — | 14,415,143 | — | 2,496,792 | 3,176,483 | 157.95 | 123.28 | 472 | 28.1% | | 2021 | 9,213,820 | — | 17,818,888 | — | 1,978,086 | 3,241,658 | 149.83 | 141.80 | 276 | 21.5% | | 2020 | 7,077,536 | — | 11,078,312 | — | 1,936,038 | 1,600,715 | 122.93 | 113.66 | 206 | 13.7% |

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    | 2 | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and may not necessarily reflect compensation actually earned, realized, or received by the Company’s PEOs and non-PEO NEOs. These amounts reflect the Summary Compensation Table Total column with certain adjustments. For 2024, these adjustments are as described in footnote 3 below. Please note that, while similar adjustment information was provided in our 2024 proxy statement for year 2023 and in our 2023 proxy statement for years 2020, 2021, 2022, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the table above for 2024 or the related disclosures provided below. |

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    | 3 | Compensation Actually Paid for 2024 (the most recent year included in the table above) reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. |

  130. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY ROIC FOR COMPENSATION PURPOSES The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and Company ROIC for Compensation Purposes (annual results) during the five most recently completed fiscal years.

  131. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and our Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.

  132. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | Return on Invested Capital (ROIC) for Compensation Purposes | | Adjusted earnings before interest, taxes and bonus (EBITB) | | Adjusted Revenue for Compensation Purposes (Adjusted Revenue) | | Average operating working capital to net sales ratio (AOWC/Sales) for Compensation Purposes | | Adjusted Net Income for Compensation Purposes |

  133. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    Security Ownership of Management The following table sets forth certain information regarding ownership of shares of common stock of Lincoln Electric as of December 31, 2024 (except as otherwise indicated) by each of our Directors and NEOs, as well as our Directors and executive officers as a group. Except as otherwise indicated, voting and investment power with respect to shares reported in this table are not shared with others. RSUs and Performance Shares are generally not reflected in the table as there is no ability to acquire the shares attributable to them within 60 days of December 31, 2024. In addition, any vested RSUs and Performance Shares that are deferred into the Top Hat Plan or the Non-Employee Directors’ Deferred Compensation Plan are generally not reflected in the table as there is no ability to acquire the shares attributable to them within 60 days of December 31, 2024. The table includes shares that would be received upon the vesting of RSUs within 60 days of December 31, 2024. BENEFICIAL OWNERSHIP TABLE

  134. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | | Number of Shares of Lincoln Electric Common Stock Beneficially Owned(1) | | Percent of Class | | Directors | | | | | Brian D. Chambers | 757 | (2) | * | | Curtis E. Espeland | 17,424 | | * | | N. Joy Falotico | — | (3) | * | | Bonnie J. Fetch | — | (2) | * | | Patrick P. Goris | 600 | (2) | * | | Michael F. Hilton | 6,294 | (2) | * | | Marc A. Howze | — | (2) | * | | Kathryn Jo Lincoln | 726,955 | 2, 4 | 1.29% | | Phillip J. Mason | 7,804 | (5) | * | | Ben P. Patel | 1,113 | (2) | * | | Kellye L. Walker | 2,379 | (2) | * | | NEOs | | | | | Steven B. Hedlund | 112,609 | (6) | * | | Gabriel Bruno | 54,497 | (7) | * | | Christopher L. Mapes | 266,839 | (8) | * | | Jennifer I. Ansberry | 52,775 | (9) | * | | Michele R. Kuhrt | 46,876 | (10) | * | | All Directors and Executive Officers as a group 21 persons | 1,363,947 | (11) | 2.41% |

  135. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | * Indicates less than 1% |

  136. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 1 | Reported in compliance with the beneficial ownership rules of the SEC, under which a person is deemed to be the beneficial owner of a security, for these purposes, if he or she has, or shares, voting power or investment power over the security or has the right to acquire the security within 60 days of December 31, 2024. With respect to the NEOs and executive officers, the amounts reported do not include any Performance Shares that vested and paid out in March 2025, as the number of Performance Shares to be received by each executive officer was unknown within 60 days of December 31, 2024. |

  137. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 2 | The following Directors had amounts deferred under the Non-Employee Directors’ Deferred Compensation Plan which is not reflected in the table above: Mr. Chambers 1,908 shares; Ms. Fetch 1,021 shares; Mr. Goris 6,881 shares; Mr. Hilton 5,900 shares; Mr. Howze 864 shares; Ms. Lincoln 6,881 shares; Dr. Patel 6,881 shares; Ms. Walker 1,738 shares. |

  138. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 3 | Ms. Falotico was elected to the Board on February 19, 2025. In connection with Ms. Falotico’s election, she received an initial grant of 578 RSUs that will vest on the first anniversary of the date of grant. |

  139. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 4 | Of the shares reported, 26,678 shares were held of record by a trust established by Ms. Lincoln, under which she has sole investment and voting power. The remaining 700,277 shares were held of record by The Lincoln Institute of Land Policy, of which Ms. Lincoln is the Chair, as to which shares Ms. Lincoln disclaims beneficial ownership. Ms. Lincoln has shared voting and shared investment power on these 700,277 shares. |

  140. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 5 | The amount reported does not include 12,005 shares which were held of record by Mr. Mason’s spouse in the Paula J. Mason Trust, as to which shares Mr. Mason does not have beneficial ownership. |

  141. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 6 | Of the shares reported, Mr. Hedlund held 31,667 shares of record, 748 shares of which are held in the Stock Purchase Plan, and 2,430 shares of which are held in the 401(k) Plan. Mr. Hedlund has or had the right to acquire 2,660 shares upon the vesting of RSUs within 60 days of December 31, 2024. Mr. Hedlund has or had the right to acquire 78,282 shares upon the exercise of stock options within 60 days of December 31, 2024. |

  142. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 7 | Of the shares reported, Mr. Bruno held of record 907 shares, of which 277 shares are held jointly with spouse. Mr. Bruno has or had the right to acquire 2,966 shares upon the vesting of RSUs within 60 days of December 31, 2024. Mr. Bruno has or had the right to acquire 50,624 shares upon the exercise of stock options within 60 days of December 31, 2024. Mr. Bruno had 15,762 Performance Shares deferred under the Top Hat Plan which are not reflected in the above table. |

  143. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 8 | Of the shares reported, Mr. Mapes held of record 45,189 shares. Mr. Mapes has or had the right to acquire 221,650 shares upon the exercise of stock options within 60 days of December 31, 2024. Mr. Mapes had 27,923 RSUs deferred under the Top Hat Plan which are not reflected in the above table. |

  144. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 9 | Of the shares reported, Ms. Ansberry held of record 15,658 shares, 20 shares of which are held jointly with her spouse. Ms. Ansberry has the right to acquire 1,809 shares upon the vesting of RSUs within 60 days of December 31, 2024. Ms. Ansberry has or had the right to acquire 35,308 shares upon the exercise of stock options within 60 days of December 31, 2024. |

  145. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 10 | Of the shares reported, Ms. Kuhrt held 15,819 shares of record, 368 shares of which are held in the 401(k) Plan. Ms. Kuhrt has the right to acquire 1,304 shares upon the vesting of RSUs within 60 days of December 31, 2024. Ms. Kuhrt has or had the right to acquire 29,753 shares upon the exercise of stock options within 60 days of December 31, 2024. |

  146. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 11 | Includes 10,446 shares that are RSUs held by all executive officers, as a group, that vest within 60 days of December 31, 2024 and 462,274 shares which all executive officers, as a group, have or had the right to acquire upon the exercise of stock options within 60 days of December 31, 2024. |

  147. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    In addition to the above management holdings, as of December 31, 2024, the 401(k) Plan held 792,127 shares of our common stock, or approximately 1.41% of the shares of our common stock outstanding. EQUITY COMPENSATION PLAN INFORMATION The following table provides information regarding outstanding Stock Options, RSUs and Performance Shares and shares reserved for issuance under our equity compensation plans as of December 31, 2024:

  148. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | Plan category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2) | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) (c)(3) | | Equity compensation plans approved by security holders | 1,157,686 | $135.17 | 1,997,299 | | Equity compensation plans not approved by security holders(4) | — | — | — | | Total | 1,157,686 | — | 1,997,299 |

  149. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 1 | The amount shown in column (a) includes the following: 696,546 Nonqualified Stock Options; 93,273 deferred RSUs and deferred Performance Shares; 148,898 Performance Shares (assuming payout levels at maximum-as a result, this aggregate reported number may overstate actual dilution); and 218,969 RSUs. |

  150. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 2 | The weighted average exercise price in column (b) includes nonqualified stock options only. |

  151. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 3 | The amount shown in column (c) represents common shares remaining available under the 2023 Equity and Incentive Compensation Plan (“Employee Plan”) and the 2023 Stock Plan for Non-Employee Directors (“Director Plan”). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, RSUs and performance-based awards. The Director Plan provides for the granting of options, restricted shares and RSUs. Under the Employee Plan, one common share is subtracted from the maximum number of common shares available under the Employee Plan for every common share granted. The amount in the table assumes payout levels at maximum for Performance Shares. Under the Director Plan only one common share is subtracted from the maximum number of common shares available for every common share granted. |

  152. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 4 | The Company does not maintain equity compensation plans that have not been approved by its shareholders. |

  153. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    Security Ownership of Certain Beneficial Owners Set forth below is information about the number of shares held by any person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be an owner of more than 5% of the shares of our common stock as of December 31, 2024.

  154. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | Name and Address of Beneficial Owner | Number of Shares and Nature of Beneficial Ownership | Percent of Class | | The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 5,723,843(1) | 10.18% | | BlackRock, Inc. 50 Hudson Yards New York, New York 10001 | 5,334,191(2) | 9.49% |

  155. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 1 | According to its Schedule 13G/A filed on March 11, 2024, The Vanguard Group has sole voting power over 0 shares, shared voting power over 24,319 shares, sole dispositive power over 5,645,484 shares and shared dispositive power over 78,359 shares. In its Schedule 13G/A filing, The Vanguard Group states that the shares of our common stock reported in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |

  156. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | 2 | According to its Schedule 13G/A filed on January 24, 2024, BlackRock, Inc. has sole voting power over 5,223,316 shares and sole dispositive power over 5,334,191 shares. In its Schedule 13G/A filing, BlackRock states that the securities referred to in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

  157. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    Compensation Committee Interlocks and Insider Participation During 2024, each of Messrs. Hilton, Howze and Mason and Ms. Lincoln, Ms. Runtagh (prior to her retirement) and Ms. Walker served on the Compensation and Executive Development Committee. No Compensation and Executive Development Committee member was an employee of Lincoln Electric or any of its subsidiaries, and there were no reportable business relationships between Lincoln Electric and the Compensation and Executive Development Committee members. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation and Executive Development Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board. Annual Meeting Proposals See “Proposal 1—Election of Director Nominees” beginning on page 19 of this Proxy Statement for additional information.

  158. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | PROPOSAL 02 | Ratification of the Appointment of the Independent Registered Public Accounting Firm |

  159. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    Fees for professional services provided by Ernst & Young LLP as our independent auditors in each of the last two fiscal years, in each of the following categories are:

  160. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | | 2024 | 2023 | | Audit Fees | $2,872,000 | $2,780,000 | | Audit-Related Fees | — | — | | Tax Fees | 7,000 | 43,000 | | All Other Fees | — | — | | Total Fees | $2,879,000 | $2,823,000 |

  161. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    Audit Fees include fees associated with the annual integrated audit of the financial statements and internal control over financial reporting in 2024 and 2023, the reviews of our quarterly reports on Form 10-Q, certain statutory audits required for our international subsidiaries and services provided in connection with regulatory filings with the SEC. Tax Fees for 2024 and 2023 include tax compliance, transfer pricing and tax advisory services. AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services performed by our independent auditors, including the scope of and fees for such services. Generally, requests for audit, audit-related and tax services, each as defined in the policy, must be presented for approval prior to the performance of such services, to the extent known at that time. For 2024, the Audit Committee has resolved that four specific categories of services, namely audit services, audit-related services, tax advisory services, and tax compliance services, are permissible without itemized pre-approval in an amount not to exceed for each service:

  162. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | Pre-Approval Amount | Services | | $3,105,000 | Audit, and Audit-Related services for acquisitions, new accounting pronouncements and other international statutory requirements | | $800,000 | Tax Advisory and Tax Compliance services |

  163. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    Itemized detail of all such services performed is subsequently provided to the Audit Committee. In addition, our independent auditors are prohibited from providing certain services described in the policy as prohibited services. All of the fees included in Audit Fees, Audit-Related Fees and Tax Fees shown above were pre-approved by the Audit Committee (or included in the pre-approved fee limits, as applicable, for certain services as detailed above). Generally, requests for independent auditor services are submitted to the Audit Committee by our Executive Vice President, CFO and Treasurer (or other member of our senior financial management) and our independent auditors for consideration at the Audit Committee’s regularly scheduled meetings. Requests for additional services in the categories mentioned above may be approved at subsequent Audit Committee meetings to the extent that none of such services is performed prior to its approval (unless such services are included in the categories of services that fall within the dollar limits detailed above). The Chair of the Audit Committee is also delegated the authority to approve independent auditor services requests under certain dollar thresholds provided that the pre-approval is reported at the next meeting of the Audit Committee. All requests for independent auditor services must include a description of the services to be provided and the fees for such services. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate shareholder questions. Although ratification of the appointment of the independent auditors is not required by law, the Audit Committee and the Board believe that shareholders should be given the opportunity to express their views on the subject. While not binding on the Audit Committee or the Board, the failure of the shareholders to ratify the appointment of Ernst & Young LLP as our independent auditors would be considered by the Board in determining whether or not to continue the engagement of Ernst & Young LLP. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of independent auditors, whether or not our shareholders ratify the appointment. MAJORITY VOTE NEEDED Ratification requires the affirmative vote of the majority of the shares of our common stock present or represented and entitled to vote on the matter at the Annual Meeting. Unless otherwise directed, shares represented by proxy will be voted FOR ratification of the appointment of Ernst & Young LLP. Abstentions will have the same effect as a vote “against” the proposal. The Compensation and Executive Development Committee believes that the historically positive say-on-pay shareholder votes reinforce the philosophy and objectives of our executive compensation program. We conduct annual say-on-pay votes. Our next say-on-pay vote will be held at the 2026 Annual Meeting. Our compensation philosophy is to pay for performance, a philosophy that has been rooted in our history and tradition for 130 years. Our compensation program consists of elements designed to complement one another and focus on both short-term and long-term performance. The Compensation and Executive Development Committee regularly reviews peer group data and best practices and trends related to executive compensation to help ensure that our programs are properly aligned with our business strategy and philosophy, as well as promote shareholder value. The Committee receives advice from independent consultants. In addition to the information provided earlier in the CD&A section, we believe shareholders should consider the following in determining whether to approve this proposal: OUR CULTURE AND PERFORMANCE To maintain a performance-driven culture, we:

  164. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | · | Expect our executives to deliver above-market financial results; |

  165. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | · | Provide systems that tie executive compensation to superior financial performance; |

  166. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | · | Take action when needed to address specific business challenges; and |

  167. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | · | Maintain good governance practices in the design and operation of our executive compensation programs. |

  168. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    We have a long track record of delivering increased value to our shareholders. PAY FOR PERFORMANCE In designing our executive compensation programs, a core philosophy is that our executives should be rewarded when they deliver financial results that provide value to our shareholders. Therefore, we have established a program that ties executive compensation to superior financial performance. We have a balanced pay mix between short-term and long-term incentives:

  169. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Base Salaries. Base salaries for our NEOs are generally targeted at the 45th percentile of benchmark data (below market median). For 2024, the average base salary increase for the NEOs, excluding Mr. Hedlund and Mr. Mapes in light of the CEO transition, was 6.4%, which included the progression of pay within the competitive benchmark for recently promoted executives. | • | Performance Share Payouts Were Above Target. For the 2022-2024 performance cycle, the Performance Shares paid out above target, as a result of the maximum performance level for ROIC for Compensation Purposes and the above target performance level for Adjusted Net Income for Compensation Purposes. | | • | Annual Bonus Awards Are Aligned with Our Performance and Contain a Balanced Mix of Metrics. The total cash compensation for our NEOs, which includes base pay and the annual bonus (EMIP), is targeted at the 65th percentile of benchmark data (above market median). The EMIP is based on a balance of metrics—both financial and personal— with the financial components based on Adjusted Revenue for Compensation Purposes, EBITB and AOWC/ Sales for Compensation Purposes and with a mix of consolidated and, if applicable, segment performance. For 2024, annual bonus payments for the NEOs, decreased 62%. | • | Long-Term Incentives Are Aligned with the Interests of Our Shareholders. We believe that incentives should be based on factors that deliver long-term sustainability for Lincoln Electric. Therefore, the NEOs receive three types of long-term incentives. The three components are: (1) stock options, (2) RSUs and (3) Performance Shares. Total awards are targeted at the 50th percentile of benchmark data (at market median). |

  170. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    GOOD GOVERNANCE PRACTICES In addition to our emphasis on pay for performance, we design our programs to be current with best practices and good corporate governance. We also consider the risks associated with any particular program, design or compensation decision. We believe these assessments result in sustained, long-term shareholder value. Some of the governance practices include:

  171. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Officers Are Subject to Stock Ownership Guidelines |

  172. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Compensation and Executive Development Committee Receives Regular Updates |

  173. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Compensation and Executive Development Committee Retains Independent Advisors |

  174. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | No Compensation Consultant Conflicts of Interest |

  175. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | No Multi-Year Guarantees on Compensation |

  176. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | No Dividends on Unvested RSUs or Performance Shares |

  177. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Compliant Clawback Policy |

  178. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Change in Control Agreements Require a Double-Trigger |

  179. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | No Tax Gross-Ups |

  180. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | No Hedging or Pledging of Lincoln Electric Stock by Officers |

  181. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Limited Perquisites |

  182. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    As illustrated above, the Compensation and Executive Development Committee has and will continue to take action to structure our executive compensation program in a manner that is performance-based, current with best practices and good corporate governance and aimed at sustaining long-term shareholder value. The Board believes that the executive compensation disclosed in the CD&A section, tabular disclosures (including the 2024 Summary Compensation Table) and other narrative disclosures in this Proxy Statement aligns with our peer group pay practices and compensation philosophy. As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are asking you to cast an advisory (non-binding) vote to approve the following resolution at the Annual Meeting: RESOLVED, that the compensation awarded to our NEOs, as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) in this Proxy Statement, as required by the rules of the Securities and Exchange Commission, is hereby approved on an advisory basis. YOUR VOTE MATTERS TO US As an advisory vote, this proposal is not binding on us. However, the Compensation and Executive Development Committee, which is responsible for designing and administering our executive compensation programs, values the opinions expressed by shareholders in their vote on this proposal and expects to consider the outcome of the vote when making future compensation decisions for NEOs. MAJORITY VOTE NEEDED A favorable vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote on the matter is necessary for approval of the proposal. Abstentions will have the same effect as a vote “against” the proposal and broker non-votes will not be counted for determining whether the proposal is approved. Audit Committee Report The Audit Committee consists solely of independent Directors within the meaning of the Nasdaq listing standards. The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements in the Annual Report, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and letter from the independent auditors required by the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors their independence as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence. The Audit Committee discussed with our internal and independent auditors the overall scope and plan for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC. The Audit Committee and the Board have also recommended the selection of Ernst & Young LLP as our independent auditors for the year ending December 31, 2025 and the ratification thereof by the shareholders. By the Audit Committee:

  183. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | | | | | | | Patrick P. Goris | Brian D. Chambers | Curtis E. Espeland | Bonnie J. Fetch | Ben P. Patel | | CHAIR | | | | |

  184. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    FAQS WHO IS SOLICITING PROXIES AND WHY? WHO IS PAYING FOR THE COST OF THIS PROXY SOLICITATION? The Board solicits the proxy and the Company pays the solicitation cost. Certain officers and employees may also solicit proxies, but do not receive compensation for these activities. We also reimburse custodians, nominees and fiduciaries for reasonable expenses incurred to forward and obtain proxy materials from beneficial holders. HOW DO WE DISTRIBUTE PROXY MATERIALS TO SHAREHOLDERS SHARING THE SAME ADDRESS? We use “householding” rules to deliver only one set of voting materials (Annual Report and Proxy Statement) to shareholders who share the same address, unless we receive contrary instructions from one or more shareholders at that address. Each shareholder receives a separate proxy card. We will promptly deliver a separate set of proxy materials upon request. HOW DO I REVOKE MY CONSENT TO THE HOUSEHOLDING PROGRAM? To revoke your consent to householding, please contact Broadridge Investor Communications Solutions, Inc. either by calling (866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. HOW DO I OBTAIN A SEPARATE OR SINGLE SET OF PROXY MATERIALS AT NO COST? Send a written notice to the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199, or call +1 (216) 481-8100. WHO MAY VOTE AT THE ANNUAL MEETING? Record holders as of the close of business on February 28, 2025 (the record date) are entitled to vote at the Annual Meeting. As of the record date, 56,029,920 shares of our common stock were outstanding and each share is entitled to one vote per proposal brought before the Annual Meeting. WHAT IS REQUIRED FOR THERE TO BE A QUORUM AT THE ANNUAL MEETING? Holders of at least a majority of the shares of our common stock issued and outstanding on the record date (February 28, 2025) must be present, in person or by proxy, to constitute a quorum. HOW DO I ATTEND AND PARTICIPATE IN THE ANNUAL MEETING? Any shareholder of record as of the record date (February 28, 2025) can attend the Annual Meeting online at www.virtualshareholdermeeting.com/LECO2025. The webcast will start at 11:00 a.m. ET on April 24, 2025. Shareholders may submit pre-meeting questions online by visiting www.proxyvote.com. Questions must be submitted by Friday, April 18, 2025 at 5:00 p.m. ET. You will need your 16-digit control number that is printed on your proxy card or on the instructions that accompanied your proxy materials to access the meeting. Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/LECO2025. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any technical difficulties accessing the virtual meeting during check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. WHY IS THE ANNUAL MEETING A VIRTUAL, ONLINE MEETING? We believe that hosting a virtual meeting will facilitate shareholder attendance and participation by enabling shareholders to participate from any location around the world and improves our ability to communicate more effectively with our shareholders. We have designed the virtual meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. We are providing opportunities for shareholders to submit questions prior to the meeting to enable us to address appropriate questions at the Annual Meeting. WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A REGISTERED SHAREHOLDER OR AS A BENEFICIAL HOLDER?

  185. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Registered Shareholders: If your shares are directly registered in your name with our transfer agent/registrar, you are considered the registered shareholder, or shareholder of record. Proxy materials will be sent directly to you and you may vote during the Annual Meeting at www.virtualshareholdermeeting.com/LECO2025, or by telephone, by internet or by mail in the envelope provided. |

  186. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | • | Beneficial Holders: You are a beneficial holder if your shares are held indirectly in a brokerage account, by a trustee, or by another nominee. These entities are considered the shareholder of record and the shares are considered held in “street name.” Proxy materials are sent to the entity and they forward a voting instruction card to you, the beneficial holder. As a beneficial holder, you have the right to direct the entity on how to vote your shares and you may also attend the Annual Meeting. Since you are not the shareholder of record, you may not vote during the Annual Meeting unless you obtain a legal proxy from the entity that holds your shares. Please refer to the information your broker, trustee or nominee provided to see what voting options are available to you. If you have not heard from your broker, trustee or nominee, please contact them. |

  187. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    WHAT SHARES ARE INCLUDED ON THE PROXY CARD?

  188. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ROIC FOR COMPENSATION PURPOSES

    | Shareholder type: | Registered Shareholder & participant in The Lincoln Electric Company Employee Savings Plan (401(k) Plan) | Beneficial Holder with shares held by a broker, trustee or nominee | Both a Registered Shareholder and a Beneficial Holder of shares | | Shares included on the proxy card: | All shares registered in your name will be represented (including 401(k) plan shares) Note: If you do not have identical names on your accounts, we cannot consolidate your share information. | You will receive a voting instruction card from your broker, trustee or nominee instructing you on how to cast your vote. | You will receive a proxy card from us and a voting instruction card from your broker, trustee or nominee instructing you on how to cast your vote. |