DEF 14A of Lincoln Electric Holdings Inc, Mar 19, 2026

DEF 14A of Lincoln Electric Holdings Inc

Filed Mar 19, 2026 · FY20250002071876-26-000032

Open on EDGAR

  1. Director Nominees and Board Summary

    Director Nominees and Board Summary PROPOSAL 1 | ELECTION OF 10 DIRECTOR NOMINEES TO OUR BOARD OF DIRECTORS TO SERVE UNTIL THE 2027 ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED

  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 18 of this Proxy Statement. You are being asked to vote on the election of ten 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 | 59 | 2022 | ✔ | • | | | • | 1 | | Curtis E. Espeland (Lead Independent Director) Retired Executive Vice President and CFO, Eastman Chemical Company | 61 | 2012 | ✔ | • | | | • | 1 | | N. Joy Falotico Former President, The Lincoln Motor Company | 58 | 2025 | ✔ | • | | • | | 2 | | Bonnie J. Fetch Executive Vice President, President— Global Operations, Cummins Inc. | 55 | 2023 | ✔ | | • | | • | − | | Patrick P. Goris Executive Vice President and Chief Financial & Strategy Officer, Carrier Global Corporation | 54 | 2018 | ✔ | • | | | • | − | | Steven B. Hedlund (Chairman) CEO, Lincoln Electric Holdings, Inc. | 59 | 2024 | | | | | | − | | Michael F. Hilton Retired President and CEO, Nordson Corporation | 71 | 2015 | ✔ | | • | • | | 3 | | Marc A. Howze Former Group President, Lifecycle Solutions and Chief Administrative Officer, Deere & Company | 62 | 2023 | ✔ | | • | • | | 1 | | Kathryn Jo Lincoln Chair and Former CIO, Lincoln Institute of Land Policy | 71 | 1995 | ✔ | | • | • | | − | | Ben P. Patel Former Chief Innovation and Science Officer, Smurfit Westrock | 58 | 2018 | ✔ | • | | • | | − |

  6. RETIRING DIRECTOR

    RETIRING DIRECTOR

  7. RETIRING DIRECTOR

    | Name | Age | Director Since | Independent | Audit | Compensation & Executive Development | Nominating & Corporate Governance | Finance | Other Public Company Boards | | Phillip J. Mason Retired President, EMEA Sector of Ecolab, Inc. | 75 | 2013 | ✔ | | • | | • | − |

  8. RETIRING DIRECTOR

    | • Committee Member | • Committee Chair |

  9. Composition of Director Nominees

    Composition of Director Nominees

  10. 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:

  11. HOW WE SELECT DIRECTOR NOMINEES

    | • | Demonstrates character, integrity and judgment |

  12. HOW WE SELECT DIRECTOR NOMINEES

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

  13. HOW WE SELECT DIRECTOR NOMINEES

    | • | Ability to work effectively with others |

  14. HOW WE SELECT DIRECTOR NOMINEES

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

  15. HOW WE SELECT DIRECTOR NOMINEES

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

  16. HOW WE SELECT DIRECTOR NOMINEES

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

  17. HOW WE SELECT DIRECTOR NOMINEES

    | • | Financial literacy |

  18. 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 assess 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 completed before a final recommendation is made to the Board to elect a candidate to the Board. 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.

  19. 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 experience, industry knowledge, and geographic background. Any search firm engaged is instructed to include individuals reflecting a broad range of these attributes.

  20. Director Nominees’ Skills, Experience and Background

    Director Nominees’ Skills, Experience and Background Throughout 2025, the Nominating and Corporate Governance Committee reviewed the skills, qualifications and experience of each Director Nominee to ensure effective oversight of our long-term strategy. The Nominating and Corporate Governance Committee identified the skills, experience and background desired of our Director Nominees and thoughtfully defined them in a manner to identify Directors with more significant experience to help our stakeholders understand where the deeper experience lies. As shown below, our Director Nominees collectively have a balanced mix of strategic, operational, financial, industrial and governance experience that the Nominating and Corporate Governance Committee believes is well aligned with the Company’s long-term strategy and success.

  21. Director Nominees’ Skills, Experience and Background

    | | THE BOARD RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE. |

  22. Director Nominees

    Director Nominees

  23. Director Nominees

    | Brian D. Chambers Director since 2022 COMMITTEES: Audit Finance AGE: 59 OTHER PUBLIC COMPANY DIRECTORSHIPS: Owens Corning (NYSE: OC) since 2019 | CAREER HIGHLIGHTS Mr. Chambers serves 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: 61 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, primarily as the former 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. |

  24. Director Nominees

    | N. Joy Falotico Director since 2025 COMMITTEES: Audit Nominating and Corporate Governance AGE: 58 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: Compensation and Executive Development Finance AGE: 55 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Ms. Fetch serves as Executive Vice President and President-Global Operations for Cummins Inc., a global power technology solutions leader, since March 2025. Prior to this, she served as Vice President and President-Distribution Business Unit, a position she held from January 2024 to March 2025. Ms. Fetch joined Cummins 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, 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, including 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. |

  25. Director Nominees

    | Patrick P. Goris Director since 2018 COMMITTEES: Audit (Chair) Finance AGE: 54 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Mr. Goris serves as the Executive Vice President and Chief Financial & Strategy Officer of Carrier Global Corporation, the global leader in intelligent climate and energy solutions since February 2026, and prior to that served as Senior Vice President and Chief Financial Officer from November 2020 to February 2026. Prior to joining Carrier Global Corporation, 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 the current Chief Financial and Strategy Officer of a publicly traded multinational organization, Mr. Goris has extensive experience in accounting, financial planning and analysis, investor relations, M&A, corporate strategy, and government relations, 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 Chairman since 2025 COMMITTEES: None AGE: 59 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Mr. Hedlund is the Chairman and Chief Executive Officer of Lincoln Electric. Mr. Hedlund has served as Chief Executive Officer and member of the Board since January 2024 and was appointed as Chairman 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 Chief Operating Officer from May 2022 to December 2023, President, Americas and International Welding from October 2020 to May 2022, President, International Welding from June 2017 to October 2020, 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 vast 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. |

  26. Director Nominees

    | Michael F. Hilton Director since 2015 COMMITTEES: Compensation and Executive Development (Chair) Nominating and Corporate Governance AGE: 71 OTHER PUBLIC COMPANY DIRECTORSHIPS: Ryder Systems, Inc. (NYSE: R) since 2012 Regal Rexnord Corporation (NYSE: RRX) since 2019 Jeld-Wen (NYSE: JELD) since August 2023 | 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 Nominating and Corporate Governance (Chair) AGE: 62 OTHER PUBLIC COMPANY DIRECTORSHIPS: Dover Corporation (NYSE: DOV) since 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 also serves as 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 former 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. |

  27. Director Nominees

    | Kathryn Jo Lincoln Director since 1995 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance AGE: 71 OTHER PUBLIC COMPANY DIRECTORSHIPS: None | CAREER HIGHLIGHTS Ms. Lincoln serves as the Board Chair 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. She formerly served as the Chief Investment Officer, stepping down from that role in 2024. In that capacity, Ms. Lincoln managed and directed all aspects of the Institute’s endowment, including strategic asset allocation and policy development, contributing to the development of its $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 initiatives. Ms. Lincoln also serves on the boards of HonorHealth Network and Claremont Lincoln University, and is the Co-Chair of the International Center for Land Policy Studies and Training in Taiwan, and is 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. • Ms. Lincoln’s knowledge and experience in sustainability and environmental issues brings 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 Directors and an influential corporate director by WomenInc. • Valuable knowledge of key governance matters gained through her various directorships, including as a director of Lincoln Electric. |

  28. Director Nominees

    | Ben P. Patel Director since 2018 COMMITTEES: Audit Nominating and Corporate Governance AGE: 58 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 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 led 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. |

  29. Retiring Director

    Retiring Director

  30. Retiring Director

    | Phillip J. Mason Director since 2013 COMMITTEES: Compensation and Executive Development Finance (Chair) AGE: 75 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. |

  31. Corporate Governance

    Corporate Governance

  32. 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:

  33. Governance Framework

    | • | Code of Conduct |

  34. Governance Framework

    | • | Governance Guidelines |

  35. Governance Framework

    | • | Charters for our Board Committees |

  36. Governance Framework

    | • | Director Independence Standards |

  37. Corporate Governance Highlights

    Corporate Governance Highlights

  38. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  39. BOARD OF DIRECTORS

    | • | Our Board held five meetings in 2025 |

  40. BOARD OF DIRECTORS

    | • | During 2025, 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 |

  41. BOARD OF DIRECTORS

    | • | Size of Board: 11 members in 2025 |

  42. BOARD OF DIRECTORS

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

  43. BOARD OF DIRECTORS

    | • | Lead Independent Director |

  44. BOARD OF DIRECTORS

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

  45. 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:

  46. OUR BOARD OF DIRECTORS

    | • | Overseeing the conduct of our business |

  47. OUR BOARD OF DIRECTORS

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

  48. OUR BOARD OF DIRECTORS

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

  49. OUR BOARD OF DIRECTORS

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

  50. OUR BOARD OF DIRECTORS

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

  51. OUR BOARD OF DIRECTORS

    | • | Overseeing enterprise risk management and cybersecurity |

  52. OUR BOARD OF DIRECTORS

    | • | Overseeing the ethics and compliance program |

  53. OUR BOARD OF DIRECTORS

    | • | Overseeing sustainability and culture |

  54. Director Compensation

    Director Compensation

  55. GOOD CORPORATE GOVERNANCE PRACTICES

    | DIRECTOR COMPENSATION PROGRAM | | | | | Cash | | | Annual Retainer(1) | All Board Members | $110,000 | | | Audit Committee Chair | $30,000 | | | All Other Committee Chairs | $20,000 | | | Lead Independent Director | $35,000 | | | Meeting Fees(2) | — | | | Equity | | | Equity | Annual Restricted Stock Unit (RSU) Award(3) | $180,000 | | | Initial RSU Award(3)(4) | $180,000 | | | Other Arrangements | | | | Expense Reimbursement(5) | | | | Continuing Education(6) | |

  56. 2025 Director Compensation Table

    2025 Director Compensation Table

  57. 2025 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(2) | 63,520 | 19(3) | 158,539 | | Curtis E. Espeland | 130,000 | 63,520 | — | 193,520 | | N. Joy Falotico | 82,069 | 188,310 | — | 270,380 | | Bonnie J. Fetch | 95,000 | 63,520 | 6(3) | 158,526 | | Patrick P. Goris | 125,000(2) | 63,520 | 1,350(3) | 189,870 | | Michael F. Hilton | 115,000 | 63,520 | 82(3) | 178,602 | | Marc A. Howze | 105,000 | 63,520 | — | 168,520 | | Kathryn Jo Lincoln | 95,000(2) | 63,520 | 86(3) | 158,606 | | Phillip J. Mason | 115,000 | 63,520(4) | — | 178,520 | | Ben P. Patel | 95,000 | 63,520 | 86(3) | 158,606 | | Kellye L. Walker (retired)(5) | 40,014 | — | 8(3) | 40,022 |

  58. 2025 Director Compensation Table

    | 1 | On December 10, 2025, 257 RSUs were granted to each then-serving non-employee Director under our 2023 Stock Plan for Non-Employee Directors. The 257 RSUs granted is the prorated amount to cover service from December 2025 until the 2026 Annual Meeting. For Ms. Falotico, 578 RSUs were also granted to her in February 2025 upon her initial appointment to the Board. 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 $247.16 per share on December 10, 2025, and, with respect to the award granted to Ms. Falotico, a closing price of $215.90 per share on February 19, 2025. 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, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026. |

  59. 2025 Director Compensation Table

    As of December 31, 2025, the number of RSUs held by each then-serving non-employee Director was 257, except for Ms. Falotico, who held 835. Each of Messrs. Goris, Hilton, and Patel and Mses. Falotico and Lincoln elected to defer receipt of the RSUs that were granted in 2025 under our Non-Employee Directors’ Deferred Compensation Plan.

  60. 2025 Director Compensation Table

    | 2 | All of Messrs. Chambers’ and Goris’, and Ms. Lincoln’s Board fees were deferred under our Non-Employee Directors’ Deferred Compensation Plan. |

  61. 2025 Director Compensation Table

    | 3 | The amount shown for 2025 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. |

  62. 2025 Director Compensation Table

    | 4 | Mr. Mason will not receive an RSU award at the 2026 Annual Meeting due to Mr. Mason’s retirement. |

  63. 2025 Director Compensation Table

    | 5 | Ms. Walker retired from the Board on April 24, 2025, the date of our 2025 Annual Meeting. |

  64. 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 Corporate Governance Practices | Retention & Succession Planning | Pay for Performance | | Help ensure we are following good corporate 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 |

  65. 2025 EXECUTIVE COMPENSATION ACTIONS

    | 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 to 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 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 maintaining top quartile ROIC performance | · We believe revenue (“Net sales”) growth is a key driver to long-term growth and a more appropriate 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 complement growth and profit margin expansion targets, the executive team is expected to maintain top quartile 3-year average ROIC performance otherwise payout under the plan will be capped at target, which is designed to drive long-term shareholder value |

  66. 2025 EXECUTIVE COMPENSATION ACTIONS

    In addition, in 2025 the Committee, with advisory support from Meridian, our independent compensation consultant, conducted a detailed evaluation of our severance and change in control and retirement benefits. This review resulted in the development and adoption of the new Lincoln Electric Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”) which was designed to align these benefits with current market practices and shareholder expectations. Additional information about the Executive Severance Plan is provided in the “Termination and Change in Control Arrangements” section.

  67. OUR COMPENSATION PHILOSOPHY

    | Type | Component and Competitive Target | Philosophy and Objective | | Fixed Compensation | Base Salary | · Provide market-competitive fixed pay reflective of an officer’s role, responsibilities and individual performance to order to help attract and retain the best talent | | Incentive-Based Compensation | Short-Term Incentive | · Cash incentive plan intended to recognize results in a single performance year · Designed to link pay to annual financial and strategic results · Financial metrics include adjusted EBITB and average operating working capital to net sales ratio · Non-financial metrics include objectives focused on achieving near-term building blocks of our long-term strategic priorities in the areas of Safety, Growth, Productivity, Teamwork and Talent | | | Long-Term Incentives | • Equity based incentive granted 50% Performance Shares, 25% Restricted Stock and 25% Stock Options · Designed to link pay to long-term performance, to align executive incentives with shareholder value creation, and to help facilitate stock ownership and retention |

  68. 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 |

  69. MERIDIAN COMPENSATION PARTNERS

    | · | Independent executive compensation consultant for the Committee |

  70. 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 |

  71. MERIDIAN COMPENSATION PARTNERS

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

  72. MERIDIAN COMPENSATION PARTNERS

    | · | In particular, with respect to 2025, Meridian provided peer analysis regarding severance, change in control and retirement benefits. |

  73. 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 |

  74. MARKET COMPARISON DATA

    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. For our CEO and CFO, the Company utilizes 100% peer data for benchmarking. For the remaining NEO’s, the Company generally blends 50% survey and 50% peer data, as appropriate.

  75. PEER GROUP

    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 2024, the Committee, with the assistance of Meridian as an independent advisor, reviewed its peer group and determined to remove Terex Corporation and The Toro Company, which were considered less comparable to the Company, and to add Dover Corporation, Fortive Corporation and Ingersol Rand Inc. for the 2025 compensation planning cycle. The three additional peers are in adjacent markets with a focus on automation and industrial technology. For 2025, our peer group consisted of the following 19 publicly traded industrial corporations:

  76. PEER GROUP

    | Ametek Inc. | Dover Corporation | Ingersol Rand | Snap-On, Inc. | | Carlisle Companies Inc. | Flowserve Corporation | ITT Inc. | The Timken Company | | ESAB Corporation | Fortive Corporation | Kennametal Inc. | Woodward Inc. | | Crane Co. | Graco Inc. | Nordson Corporation | Xylem Corporation | | Donaldson Company, Inc. | IDEX Corporation | Regal Rexnord Corporation | |

  77. PEER GROUP

    In July 2025, the Committee, with the assistance of Meridian as an independent advisor, reviewed its peer group and determined no changes to the peer group were needed for the 2026 compensation planning cycle.

  78. TIMING OF COMPENSATION DECISIONS

    | 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 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 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 | | | |

  79. ANNUAL BONUS

    ANNUAL BONUS The annual bonus provides executive officers, including the NEOs, with an opportunity to receive an annual cash bonus. We believe that bonus compensation should be linked to superior performance. Therefore, we use a structure that provides payments of above-average bonuses only where the performance of both the Company and the individual warrant it.

  80. ANNUAL BONUS PROGRAM STRUCTURE

    ANNUAL BONUS PROGRAM STRUCTURE The formula to determine each NEOs actual bonus payout relative to target includes a Company Performance Factor and an Individual Performance Factor. To determine the bonus payout, the NEO’s target bonus is multiplied by the Company Performance Factor and the Individual Performance Factor.

  81. 2025 ANNUAL BONUS CALCULATION

    2025 ANNUAL BONUS CALCULATION

  82. 2025 ANNUAL BONUS CALCULATION

    | Company Performance Factor The Company Performance Factor reflects performance against both Financial and Non-financial metrics. The final Company Performance Factor is determined by applying the applicable weightings to the ratings achieved for each Financial and Non-financial metric. | |

  83. Individual Performance Factor

    Individual Performance Factor Once the Company Performance Factor is calculated, an Individual Performance Factor is applied to determine the final Bonus Payout. The maximum Bonus Payout, considering both Company and Individual performance, will not exceed 200% of an individual’s annual Target Bonus Amount. The Committee has discretion to approve payments outside of the strict application of this calculation, although no discretion was used for calculation of the 2025 annual bonuses.

  84. 2025 Financial Targets

    For both metrics, actual results are measured against budget at budgeted exchange rates and adjusted for the results of businesses acquired during the year. Budgets are set aggressively (based on the local and global economic climate), at the beginning of the year, are reviewed by the Finance Committee and are approved by the full Board. Each metric is calculated and interpolated on a financial payout curve. The payout curves for each metric, considering threshold and maximum opportunities, are set at the beginning of the year and are approved by the Committee. The following table summarizes the performance levels, weightings and payout percentages for the financial metrics used in the 2025 annual bonus. On a consolidated basis, the Company’s 2025 target Adjusted EBITB was $910.6 million, and the 2025 target AOWC/Sales for Compensation Purposes was 20.6%.

  85. 2025 INDIVIDUAL PERFORMANCE FACTOR METRICS

    | 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 new business ventures | | | Development of new long-term strategy | |

  86. 2025 ANNUAL BONUS CALCULATION AND PAYMENT

    2025 ANNUAL BONUS CALCULATION AND PAYMENT The 2025 annual bonus targets for the NEOs were established and approved by the Committee in February 2025 according to the principles discussed above. Mr. Whitehead’s 2025 target bonus increased by 2.3% effective January 1, 2025 and then an additional 14.3% effective March 1, 2025 when he was promoted to Senior Vice President, Americas Welding. The remaining NEO’s target bonus amounts stayed flat for 2025. The bonus targets for all the NEOs remain within the competitive benchmark.

  87. 2025 INDIVIDUAL PERFORMANCE FACTOR

    2025 INDIVIDUAL PERFORMANCE FACTOR 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 Factor metrics and assigned a rating that impacts the annual bonus calculation as illustrated above. For the 2025 performance period, Individual Performance Factor ratings for the annual bonus for our officers ranged from 100 to 110. Payout determinations for the Individual Performance Factor for the 2025 performance period were made in the first quarter of 2026. The following chart illustrates the actual calculated bonus considering both Company Performance Factor and Individual Performance Factor. Each of the NEOs, other than Mr. Whitehead, was measured entirely by the consolidated Company results. Mr. Whitehead’s annual bonus payout was measured 50% based on the consolidated Company results and 50% based on applicable business unit results.

  88. 2025 INDIVIDUAL PERFORMANCE FACTOR

    | * Mr. Whitehead’s annual bonus payout was pro-rated to reflect the financial performance results of the Global Automation portfolio business through February 28, 2025 and Americas Welding segment beginning March 1, 2025 aligned with his promotion to SVP, Americas Welding. |

  89. LONG-TERM INCENTIVE COMPENSATION

    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 within a reasonable range of the market median (or 50th percentile), with the ability to differentiate based on individual attributes. We have generally 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 2025, our long-term incentive compensation program consists of three components: (1) stock options, (2) RSUs and (3) Performance Shares. Beginning with the 2025 grant, the value of each is weighted 25% stock options, 25% RSUs and 50% Performance Shares. This mix weighted towards Performance Shares provides a focus on the financial performance of the metrics tied to the Performance Share plan. Annual awards of all three components are made to eligible participants, including the NEOs. In evaluating 2025 long-term incentive compensation (at the beginning of 2025) for our NEO’s, the Committee reviewed 2024 compensation versus the competitive benchmarks. The Committee concluded that the long-term incentive compensation program for the NEOs was within the competitive benchmark for most NEO’s, but it was generally low in the range. As such, the long-term incentive targets for the NEOs increased on average 13.3%, placing their long-term incentive targets closer to market. All of these awards are subject to our Recovery of Funds Policy, which is discussed below. 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 the CEO and all other executives (including our other NEOs) 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 the CEO and our senior executive 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 2026 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 2025:

  90. LONG-TERM INCENTIVE COMPENSATION

    | | Standard Vesting Provision | Accelerated Vesting Provisions | | Stock Options 1/3 | · 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) 1/3 | · 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. | | 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 greater of target or actual 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. |

  91. LONG-TERM INCENTIVE COMPENSATION

    Following a review of market data, the Committee approved certain changes to the retirement vesting provisions of our equity awards. Commencing with grants made in February 2026, the NEOs must provide six months’ notice of retirement, and, in such cases, the awards will continue to vest, subject to compliance with applicable restrictive covenants. This change was made to allow sufficient time for succession planning and ability to enforce restrictive covenants. For more information about the quantities of the 2025 stock option, RSU and Performance Share awards actually granted to the NEOs, see the 2025 Grants of Plan-Based Awards table and the Outstanding Equity Awards at 2025 Fiscal Year-End table (and their related narrative disclosure) below.

  92. PERFORMANCE SHARES

    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 granted 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 Company performance during the three-year performance cycle 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. PERFORMANCE SHARES FINANCIAL METRICS The Committee annually reviews and approves the performance metrics that are tied to the Performance Shares. For the 2025-2027 performance cycle, the Performance Share financial metrics are as follows:

  93. PERFORMANCE SHARES

    | Weighting | Performance Metric* | Measurement | | | Net Sales Growth | · Absolute metric based on the growth in Net Sales over the 3-year performance period. · Annual Net Sales % growth target, threshold and maximum are set at the start of 3-year period, including an overarching three-year performance objective. | | | Adjusted Operating Income Margin Expansion | · Absolute metric based on the expansion of Adjusted Operating Income Margin over the 3-year performance period. · Annual Adjusted Operating Income Margin basis points growth target, threshold and maximum are set at the start of 3-year period, including an overarching three-year performance objective. |

  94. PERFORMANCE SHARES

    | * Total Payout subject to maintaining top quartile ROIC performance; otherwise, payout under the award will be capped at target. |

  95. PERFORMANCE SHARES

    For the 2024-2026 and 2023-2025 performance cycles, the Performance Shares’ two financial metrics and the goal targets for the financial metrics in the plan that concluded in 2025 are as follows:

  96. PERFORMANCE SHARES

    | Weighting | Performance Metric | Measurement | | | Adjusted Net Income | · Absolute metric based on the growth in Adjusted Net Income for Compensation Purposes over the 3-year performance period versus goals set at the beginning of the performance cycle. · For the 2023 to 2025 performance cycle the target is based on growth above $472,239,000 (which was the Adjusted Net Income for Compensation Purposes for 2022, when the 2023 to 2025 performance cycle was set). · For the 2023 to 2025 performance cycle, to pay 100% of target, Adjusted Net Income for Compensation Purposes over the 3-year cycle must be at or above 140% of $472,239,000 (or $661,135,000). | | | Return on Invested Capital | · Relative metric that is derived based on our 3-year average ROIC for Compensation Purposes relative to our proxy peer group. • For the 2023 to 2025 performance cycle the target is based on achieving the 65th percentile in 3-Year Average ROIC for Compensation Purposes relative to our peers. |

  97. PERFORMANCE SHARES

    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).

  98. 3-Year Growth in Adjusted Net Income for Compensation Purposes

    | ($ 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% | | 2025 Actual | 13.0% | $533,490 | 30.0% |

  99. 3-Year Average ROIC for Compensation Purposes Relative to Peer Group

    3-Year Average ROIC for Compensation Purposes Relative to Peer Group The potential payout levels as a percentage of target based on actual performance are summarized below (results are interpolated between individual levels):

  100. 3-Year Average ROIC for Compensation Purposes Relative to Peer Group

    | | 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 | 10.3% | 25% | | | 50th %ile | 11.8% | 50% | | Target | 65th %ile | 12.6% | 100% | | | 70th %ile | 14.2% | 150% | | Maximum | 80th %ile | 15.1% | 200% | | 2025 Actual | 100th %ile | 20.4% | 200% |

  101. 3-Year Average ROIC for Compensation Purposes Relative to Peer Group

    Lincoln Electric’s three-year average ROIC for Compensation Purposes, as compared to its peer group, was at the 100th percentile, which generated a 100% of target payout for this metric after accounting for the weighting of the financial metric. The following chart shows the target and maximum number of shares of common stock that may be issued for the 2023 to 2025 Performance Shares based on actual performance. Combining the payouts for both metrics, the resulting final payout for the 2023 to 2025 Performance Shares was 115.0% of the target award opportunity.

  102. 3-Year Average ROIC for Compensation Purposes Relative to Peer Group

    | 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 | 2,767 | 5,534 | 115.0% | 3,182 | | Gabriel Bruno | 2,421 | 4,842 | 115.0% | 2,784 | | Jennifer I. Ansberry | 1,489 | 2,978 | 115.0% | 1,712 | | Michael J. Whitehead | 576 | 1,152 | 115.0% | 662 | | Susan C. Edwards* | — | — | — | — |

  103. 3-Year Average ROIC for Compensation Purposes Relative to Peer Group

    * Ms. Edwards was hired in 2024 and did not receive a PSU grant for the 2023 to 2025 cycle.

  104. 2026 EXECUTIVE COMPENSATION ACTIONS

    2026 EXECUTIVE COMPENSATION ACTIONS In evaluating 2026 compensation (at the beginning of 2026), the Committee reviewed 2025 compensation versus the competitive benchmarks in consultation with Meridian. For 2026, base salary for Mr. Whitehead increased 14.7%, target bonus increased 6.8% and long-term annual incentives increased 62.9%, which was to continue to progress compensation within the competitive benchmark for his recently promoted role. Excluding Mr. Whiteheads increase, our NEOs base salary increased on average 3.7%, annual bonus targets were unchanged and long-term annual incentives increased on average 8.5%.

  105. Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan)

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

  106. Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan)

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

  107. Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan)

    | · | 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; |

  108. Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan)

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

  109. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN In October 2025, the Committee adopted the Executive Severance Plan, effective November 1, 2025. Prior to November 2025, we were a party to change in control severance agreements with our NEOs, which provided certain severance payments and benefits if the NEO’s employment was terminated in connection with a change in control. The Executive Severance Plan superseded and replaced the individual severance agreements starting November 1, 2025. The Executive Severance Plan provides severance compensation and benefits for our senior executives (including our NEOs) in connection with certain involuntary terminations of employment, whether or not in connection with a “change in control” (as defined in the Executive Severance Plan) of the Company. The adoption of this plan was the culmination of a lengthy and thorough process to review and modernize the Company’s executive severance program. The Executive Severance Plan provides 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 the Company. It also helps 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 the Executive Severance Plan, see “Termination and Change in Control Arrangements” below. Outside of the Executive Severance Plan, we do not maintain written employment or other severance agreements for U.S.-based employees. RECOVERY OF FUNDS POLICIES We maintain a Clawback Policy to comply with the requirements of new SEC regulations and Nasdaq listing standards. We also maintain a Supplemental Recovery of Funds Policy 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.

  110. POLICIES AND PRACTICES REGARDING THE GRANT OF STOCK OPTIONS

    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 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 2025, stock option grants were made during a designated time period that triggered proxy statement disclosure of such grants under certain new disclosure requirements in Regulation S-K Item 402(x)(1), but the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, the Company granted stock options to NEOs on February 19, 2025, which was during the period beginning four business days before and ending one business day after the filing a Form 8-K on February 24, 2025 that disclosed material nonpublic information. Pursuant to SEC rules, we are providing the following information relating to the stock options awarded to NEOs during the designated time period.

  111. POLICIES AND PRACTICES REGARDING THE GRANT OF STOCK OPTIONS

    | Name (a) | Grant Date (b) | Number of Securities Underlying the Award (c) | Exercise Price of the Award ($/Sh) (d) | Grant Date Fair Value of the Award ($)(1) (e) | Percentage change in the Closing Market Price of the Securities Underlying the Award between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day beginning Immediately Following the Disclosure of Material Nonpublic Information (%) (f) | | Steven B. Hedlund | 2/19/2025 | 24,620 | 215.90 | 1,375,027 | 0.26 | | Gabriel Bruno | 2/19/2025 | 7,162 | 215.90 | 399,998 | 0.26 | | Jennifer I. Ansberry | 2/19/2025 | 3,760 | 215.90 | 209,996 | 0.26 | | Michael J. Whitehead | 2/19/2025 | 3,021 | 215.90 | 168,723 | 0.26 | | Susan C. Edwards | 2/19/2025 | 2,910 | 215.90 | 162,524 | 0.26 |

  112. POLICIES AND PRACTICES REGARDING THE GRANT OF STOCK OPTIONS

    | 1 | The amounts reported in this column reflect the grant date fair value under FASB ASC Topic 718 for the stock option awards. Assumptions used in the calculations of these amounts are included in footnote 10 to our audited financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026. |

  113. SUMMARY OF 2025 COMPENSATION ELEMENTS

    | | | Purpose | Financial Metrics Used | When the 2025 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 2025 | 2025 | Salary column | | | Annual Bonus | Rewards strong annual financial results and individual performance | EBITB(2)and AOWC/Sales(2) | Beginning of 2025 | 2025 Performance | Non-Equity Incentive Plan Compensation column | | Long-Term | Stock Options | Rewards the creation of shareholder value | — | Beginning of 2025 | 2025 Based Award | Option Awards column | | | RSUs | Rewards the creation of shareholder value and strong long-term financial results | — | Beginning of 2025 | 2025 Based Award | Stock Awards column | | | Performance Shares | Rewards the creation of long-term growth and the efficient use of capital | Net Sales Growth and Adjusted Operating Income Margin Expansion. Total payout subject to maintaining top quartile ROIC performance(2) | Beginning of 2025 | 2025 through 2027 Performance | Stock Awards column | | Other | Employer- Provided Benefits | Includes 401(k) contributions, Restoration Plan contributions, insurance and standard expatriate benefits | — | Various | 2025 | All Other Compensation column | | | Deferred Compensation Benefits | Includes above-market earnings in the Top Hat Plan | — | Various | For above-market earnings, shows 2025 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 | 2025 | All Other Compensation column |

  114. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE This table details total compensation for our NEOs for 2025, 2024 and 2023.

  115. 2025 SUMMARY COMPENSATION TABLE

    | 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 Chairman and Chief Executive Officer | 2025 | 1,050,000 | 4,326,636 | 1,375,027 | 1,301,615 | — | 341,258 | 8,394,536 | | | 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 | | Gabriel Bruno Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 600,000 | 1,258,697 | 399,998 | 515,491 | 468 | 136,201 | 2,910,855 | | | 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 | | Jennifer I. Ansberry Executive Vice President, General Counsel and Secretary | 2025 | 530,000 | 660,654 | 209,996 | 403,950 | — | 120,095 | 1,924,695 | | | 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 | | Michael J. Whitehead Executive Vice President, President, Americas Welding | 2025 | 443,534 | 531,114 | 168,723 | 379,416 | — | 101,442 | 1,624,229 | | Susan C. Edwards Executive Vice President, Chief Human Resources Officer | 2025 | 485,000 | 511,251 | 162,524 | 382,672 | — | 47,914 | 1,589,361 |

  116. 2025 SUMMARY COMPENSATION TABLE

    | 1 | The amounts reported for 2025 reflect the grant date fair value under FASB ASC Topic 718 for the RSU, Performance Share and stock option awards in 2025. The grant date fair value disclosed for Performance Share awards is based on target performance. 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, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026. |

  117. 2025 SUMMARY COMPENSATION TABLE

    The amounts shown for stock awards for 2025 include RSU awards as follows: Mr. Hedlund $1,442,212, Mr. Bruno $419,494, Ms. Ansberry $220,218, Mr. Whitehead $177,038, and Ms. Edwards $170,345. The amounts shown also include Performance Shares at target as follows: Mr. Hedlund $2,884,424, Mr. Bruno $839,203, Ms. Ansberry $440,436, Mr. Whitehead $354,076, and Ms. Edwards $340,906. The maximum Performance Share award amount with respect to each of the NEOs for 2025 is shown in the table below. The amounts reported reflect the grant date fair value under FASB ASC Topic 718 for the Performance Share awards based on maximum performance.

  118. 2025 SUMMARY COMPENSATION TABLE

    | Name | Year | Maximum Payout (# of Performance Shares) | Maximum Grant Date Fair Value Payout | | Steven B. Hedlund | 2025 | 26,720 | $5,768,848 | | Gabriel Bruno | 2025 | 7,774 | $1,678,406 | | Jennifer I. Ansberry | 2025 | 4,080 | $880,872 | | Michael J. Whitehead | 2025 | 3,280 | $708,152 | | Susan C. Edwards | 2025 | 3,158 | $681,812 |

  119. 2025 SUMMARY COMPENSATION TABLE

    | 2 | The amounts shown for 2025 represent payments under our annual bonus. |

  120. 2025 SUMMARY COMPENSATION TABLE

    | 3 | The amount shown for 2025 for Mr. Bruno represents the difference in 2025 earnings credited in the Top Hat Plan ($468), the Moody’s Corporate Bond Index fund earnings ($16,311), and the hypothetical market rate ($15,843). The hypothetical market rate is specified by the SEC rules for proxy disclosure purposes and is based on 120% of the applicable federal long-term rate, compounded monthly for 2025. |

  121. 2025 SUMMARY COMPENSATION TABLE

    | 4 | The amounts shown for 2025 are comprised of the following: |

  122. 2025 SUMMARY COMPENSATION TABLE

    | 2025 ALL OTHER COMPENSATION | | | | | | | | | | | Other Benefits and Perquisites* | | | | | | | | | Name | Company Retirement Contributions ($)(a) | Travel Insurance Premiums ($) | Financial Planning ($) | Physical Examination ($) | Club Dues ($) | Travel and Other Personal Benefits ($)(b) | Standard Expatriate Benefits ($)(c) | Total All Other Compensation ($) | | Steven B. Hedlund | 121,521 | 690 | 14,025 | 1,935 | 21,112 | — | 181,975 | 341,258 | | Gabriel Bruno | 118,354 | 690 | 13,957 | 3,200 | — | — | — | 136,201 | | Jennifer I. Ansberry | 99,924 | 690 | 17,295 | 2,186 | — | — | — | 120,095 | | Michael J. Whitehead | 83,351 | 690 | 17,401 | — | — | — | — | 101,442 | | Susan C. Edwards | 42,748 | 690 | — | 4,213 | — | 263 | — | 47,914 |

  123. 2025 SUMMARY COMPENSATION TABLE

    | * The methodology for computing the aggregate incremental cost for the amounts is below: |

  124. 2025 SUMMARY COMPENSATION TABLE

    | a | Includes amounts contributed to both the 401(k) Plan and the Restoration Plan. |

  125. 2025 SUMMARY COMPENSATION TABLE

    | b | Includes the aggregate incremental cost of personal travel expenses attributable to the NEOs. |

  126. 2025 SUMMARY COMPENSATION TABLE

    | c | The expatriate benefits shown relate to tax equalization benefits on trailing equity income associated with Mr. Hedlund’s previous international assignment. The amount paid in Pound Sterling was converted to U.S. dollars using the spot rate of £1.33 to $1.00 at the time the payment was made. |

  127. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table provides information relating to plan-based awards granted in 2025 to our NEOs.

  128. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold [$] | Target [$] | Maximum [$] | Threshold [#] | Target [#] | Maximum [#] | | | | | | Steven B. Hedlund | Annual Bonus | 2/19/2025 | 0 | 1,464,500 | 2,929,000 | | | | | | | | | | Options | 2/19/2025 | | | | | | | | 24,620 | 215.90 | 1,375,027 | | | RSUs | 2/19/2025 | | | | | | | 6,680 | | | 1,442,212 | | | PSUs | 2/19/2025 | | | | 0 | 13,360 | 26,720 | | | | 2,884,424 | | Gabriel Bruno | Annual Bonus | 2/19/2025 | 0 | 580,000 | 1,160,000 | | | | | | | | | | Options | 2/19/2025 | | | | | | | | 7,162 | 215.90 | 399,998 | | | RSUs | 2/19/2025 | | | | | | | 1,943 | | | 419,494 | | | PSUs | 2/19/2025 | | | | 0 | 3,887 | 7,774 | | | | 839,203 | | Jennifer I. Ansberry | Annual Bonus | 2/19/2025 | 0 | 454,500 | 909,000 | | | | | | | | | | Options | 2/19/2025 | | | | | | | | 3,760 | 215.90 | 209,996 | | | RSUs | 2/19/2025 | | | | | | | 1,020 | | | 220,218 | | | PSUs | 2/19/2025 | | | | 0 | 2,040 | 4,080 | | | | 440,436 | | Michael J. Whitehead | Annual Bonus | 2/19/2025 | 0 | 391,918 | 783,836 | | | | | | | | | | Options | 2/19/2025 | | | | | | | | 3,021 | 215.90 | 168,723 | | | RSUs | 2/19/2025 | | | | | | | 820 | | | 177,038 | | | PSUs | 2/19/2025 | | | | 0 | 1,640 | 3,280 | | | | 354,076 | | Susan C. Edwards | Annual Bonus | 2/19/2025 | 0 | 430,560 | 861,120 | | | | | | | | | | Options | 2/19/2025 | | | | | | | | 2,910 | 215.90 | 162,524 | | | RSUs | 2/19/2025 | | | | | | | 789 | | | 170,345 | | | PSUs | 2/19/2025 | | | | 0 | 1,579 | 3,158 | | | | 340,906 |

  129. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) The performance-based amounts shown represent the range of cash payouts (from zero to the maximum amount listed) for 2025 under the Annual Bonus. Payments are based on the achievement of financial and non-financial metrics and the NEO’s individual performance. Target awards are set by the Committee in the first quarter each year. Actual payment amounts are determined by the Committee in the first quarter of the following year. The targets shown above are pursuant to the Annual Bonus Formula described in the CD&A (which allows for potential payouts of up to 200% of target). |

  130. 2025 GRANTS OF PLAN-BASED AWARDS

    | (2) These columns show the potential number of shares of our common stock to be paid out to our NEOs under our Performance Shares (PSUs) at threshold, target and maximum performance. The measures and potential payouts are described in more detail in the CD&A. The grant date fair value, based on target performance for PSUs, is included in the “Stock Awards” column of the Summary Compensation Table. The PSUs generally vest based on performance during the applicable performance period. Dividend equivalents are sequestered by us until the shares underlying the PSUs are distributed, at which time the dividend equivalents are paid in cash. The dividend rate for dividend equivalents paid on the PSUs to the NEOs is the same as for all other shareholders (in other words, it is not preferential). Recipients of PSUs who participate in our Annual Bonus program (which includes all of the NEOs) are eligible to elect to defer all or a portion of their PSUs under our Top Hat Plan—see the “2025 Nonqualified Deferred Compensation” section for a description of this plan. |

  131. 2025 GRANTS OF PLAN-BASED AWARDS

    | (3) The RSUs generally vest ratably over 3 years, subject to the recipient remaining in continuous employment from the date of grant and are paid out in our common stock. Dividend equivalents are sequestered by us until the shares underlying the RSUs are distributed, at which time the dividend equivalents are paid in cash. The dividend rate for dividend equivalents paid on the RSUs to the NEOs is the same as for all other shareholders (in other words, it is not preferential). Recipients of RSUs who participate in our Annual Bonus program (which includes all of the NEOs) are eligible to elect to defer all or a portion of their RSUs under our Top Hat Plan—see the “2025 Nonqualified Deferred Compensation” section for a description of this plan. |

  132. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) The stock options were granted at the closing price of our common shares on the date of the grant. All stock options are non-qualified for tax purposes. We value stock options using the Black-Scholes valuation method. The stock options generally vest over a three-year period (in equal annual increments). All stock options have 10-year terms. |

  133. 2025 GRANTS OF PLAN-BASED AWARDS

    | (5) The amounts shown represent the fair value of the RSU awards, the stock option grants and the PSU awards (at target) calculated in accordance with FASB ASC Topic 718 as of the date of the grant. The actual amount, if any, realized upon the exercise of stock options will depend upon the market price of our common shares relative to the exercise price per share of the stock option at the time of exercise. The actual amount realized upon vesting of RSUs will depend upon the market price of our common shares at the time of vesting. The actual number and value of PSUs earned will be based upon our actual performance during the three-year long-term incentive plan cycle and the market price at time of vesting. There is no assurance that the hypothetical full values of the awards reflected in this table will actually be realized. |

  134. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

  135. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) | | Steven B. Hedlund | 4/24/2013 | — | — | — | — | 1,832 | 439,020 | — | — | | | 2/19/2020 | 450 | — | 89.63 | 2/19/2030 | — | — | — | — | | | 2/17/2021 | 13,921 | — | 114.27 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | 12,436 | — | 128.03 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 6,922 | 3,463 | 175.97 | 2/15/2033 | 2,767 | 663,084 | — | — | | | 8/1/2023 | 6,150 | 3,077 | 200.14 | 8/1/2033 | 2,475 | 593,109 | — | — | | | 2/20/2024 | 8,036 | 16,072 | 246.99 | 2/20/2034 | 6,693 | 1,603,911 | 13,386 | 3,207,821 | | | 2/19/2025 | — | 24,620 | 215.90 | 2/19/2035 | 6,680 | 1,600,795 | 26,720 | 6,403,181 | | Gabriel Bruno | 4/24/2013 | — | — | — | — | 1,728 | 414,098 | — | — | | | 2/17/2021 | 17,473 | — | 114.27 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | 13,869 | — | 128.03 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 6,058 | 3,029 | 175.97 | 2/15/2033 | 2,421 | 580,168 | — | — | | | 2/20/2024 | 2,266 | 4,533 | 246.99 | 2/20/2034 | 1,888 | 452,440 | 3,776 | 904,881 | | | 2/19/2025 | — | 7,162 | 215.90 | 2/19/2035 | 1,943 | 465,621 | 7,774 | 1,862,961 | | Jennifer I. Ansberry | 2/17/2021 | 10,657 | — | 114.27 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | 8,458 | — | 128.03 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 3,726 | 1,863 | 175.97 | 2/15/2033 | 1,489 | 356,824 | — | — | | | 2/20/2024 | 1,343 | 2,686 | 246.99 | 2/20/2034 | 1,119 | 268,157 | 2,238 | 536,314 | | | 2/19/2025 | — | 3,760 | 215.90 | 2/19/2035 | 1,020 | 244,433 | 4,080 | 977,731 | | Michael J. Whitehead | 2/19/2020 | 1,914 | — | 89.63 | 2/19/2030 | — | — | — | — | | | 2/17/2021 | 3,520 | — | 114.27 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | 3,353 | — | 128.03 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 1,442 | 722 | 175.97 | 2/15/2033 | 576 | 138,033 | — | — | | | 2/20/2024 | 839 | 1,679 | 246.99 | 2/20/2034 | 699 | 167,508 | 1,398 | 335,017 | | | 2/19/2025 | — | 3,021 | 215.90 | 2/19/2035 | 820 | 196,505 | 3,280 | 786,019 | | Susan C. Edwards | 4/8/2024 | 717 | 1,434 | 246.54 | 4/8/2034 | 574 | 137,553 | 1,148 | 275,107 | | | 2/19/2025 | — | 2,910 | 215.90 | 2/19/2035 | 789 | 189,076 | 3,158 | 756,783 |

  136. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 1 | Stock options generally vest in three equal annual installments, commencing on the first anniversary of the date of the grant. |

  137. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 2 | Amounts shown in this column represent RSU awards. The RSU granted prior to 2025 awards generally vest in full three years from the date of grant. The RSU awards granted to Mr. Bruno and Mr. Hedlund in 2013 vests over seven years following each of their attainment of age 55. The RSU awards granted in 2025 general vest in three equal installments, commencing on the first anniversary of the date of grant. |

  138. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 3 | The amounts shown in these columns represent the value of RSU and Performance Share awards granted pursuant to our 2006 Equity and Performance Incentive Plan, and our 2015 and 2023 Equity and Incentive Compensation Plans. Value is calculated using the close price of our common stock as of December 31, 2025 (the last trading day of 2025) of $239.64. |

  139. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 4 | The 2024 and 2025 Performance Shares are shown at maximum payout (200% of the target award). The payout can range from 0 to 200% of the target and is based upon performance during the three-year cycle ending on December 31 of the second year following the year in which the Performance Shares were granted, as determined by the Committee. Earned Performance Shares are generally settled in shares in the early part of the following year. See the CD&A on how Performance Share payouts are determined. |

  140. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table provides information on stock options exercised, as well as RSUs and Performance Shares that vested during 2025.

  141. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | Name | Option Awards(1) | | Stock Awards(2) | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Steven B. Hedlund | 33,441 | 4,557,638 | 8,819 | 2,175,193 | | Gabriel Bruno | 13,987 | 1,885,226 | 6,325 | 1,628,975 | | Jennifer I. Ansberry | 11,124 | 1,285,726 | 3,521 | 907,101 | | Michael J. Whitehead | | | 3,614 | 869,111 | | Susan C. Edwards | | | | |

  142. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | 1 | The number of shares acquired on exercise reflects the gross number of shares acquired, without considering any shares that were withheld to pay the option exercise price and/or to satisfy tax withholding requirements. The value realized on exercise represents the gross number of shares acquired on exercise multiplied by the market price of our common stock on the exercise date, less the per share exercise price. |

  143. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | 2 | The number of shares acquired on vesting reflects the gross number of shares acquired, without considering any shares that were withheld to satisfy tax withholding requirements. The value realized on vesting for RSUs represents the gross number of shares acquired, multiplied by the closing price of our common stock on each applicable vesting date, plus the value of dividend equivalents. The value realized on vesting for Performance Shares represents the gross number of shares acquired, relative to the 2023-2025 performance cycle that was considered earned as of December 31, 2025 but paid out in March 2026, multiplied by the closing price of our common stock on such date, plus the value of dividend equivalents. Amounts are not reduced to reflect any elections by our NEOs to defer receipt of Performance Shares award payouts into our Top Hat Plan: Mr. Hedlund, 3,182 Performance Shares and $27,206 in dividend equivalents deferred and for Mr. Bruno, 2,784 Performance Shares and $23,803 in dividend equivalents deferred. For more information about this deferral program, see the CD&A in the “Overview of Benefits” section. |

  144. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2025 NONQUALIFIED DEFERRED COMPENSATION TABLE The following table reflects any NEO contributions and Company contributions for 2025 to our nonqualified deferred compensation plans.

  145. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(2) | | Steven B. Hedlund | Top Hat Plan | — | — | 12,308 | — | 81,190 | | | Restoration Plan | — | 100,521 | 133,986 | — | 900,532 | | Gabriel Bruno | Top Hat Plan | — | 1,044,447(3) | 1,094,549(4) | — | 5,308,940(5) | | | Restoration Plan | — | 76,354 | 133,924 | — | 1,069,333 | | Jennifer I. Ansberry | Top Hat Plan | — | — | — | — | — | | | Restoration Plan | — | 57,924 | 158,661 | — | 1,037,198 | | Michael J. Whitehead | Top Hat Plan | — | — | — | — | — | | | Restoration Plan | — | 41,350 | 72,242 | — | 519,961 | | Susan C. Edwards | Top Hat Plan | — | — | — | — | — | | | Restoration Plan | — | 21,748 | 1,292 | — | 23,040 |

  146. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 1 | Amounts reported with respect to the Restoration Plan are included in compensation for 2025 in the “All Other Compensation” column of the Summary Compensation Table above and are described in its footnotes. |

  147. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 2 | The portions of the amount reported that relate to deferral contributions in prior years have all been reported in the Summary Compensation Table in those years to the extent the individual was a NEO for those years. |

  148. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 3 | Represents 5,018 Performance Shares and $39,291 in cash attributable to dividend equivalents that vested during 2025 and were deferred into the Top Hat Plan. |

  149. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 4 | Of the amount reported, $468 is included as compensation for 2025 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. |

  150. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 5 | Includes 20,780 Performance Shares that vested historically and were deferred into the Top Hat Plan. |

  151. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    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 without “good reason”; normal (qualifying) retirement of the executive; an involuntary, not-for-cause termination by Lincoln Electric; a for-cause termination by Lincoln Electric; a termination in connection with 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, 2025, the last business day of the calendar year.

  152. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    PAY VERSUS PERFORMANCE DISCLOSURE TABLE

  153. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 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) | | 2025 | — | 8,394,536 | — | 10,726,993 | 2,012,285 | 2,590,847 | 222 | 155 | 521 | 20.3% | | 2024 | — | 7,356,657 | — | 4,980,729 | 3,236,767 | 1,923,445 | 171 | 144 | 466 | 18.8% | | 2023 | 10,609,670 | — | 27,971,976 | — | 3,085,776 | 5,933,007 | 196 | 126 | 545 | 22.6% | | 2022 | 10,096,478 | — | 14,415,143 | — | 2,496,792 | 3,176,483 | 128 | 108 | 472 | 28.1% | | 2021 | 9,213,820 | — | 17,818,888 | — | 1,978,086 | 3,241,658 | 122 | 125 | 276 | 21.5% |

  154. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 1 | Steven Hedlund was our PEO for 2024 through 2025 (“PEO 2”). Christopher Mapes was our PEO for 2021 through 2023 (“PEO 1”). The individuals comprising the non-PEO NEOs for each year presented are listed below. |

  155. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Gabriel Bruno | Gabriel Bruno | Gabriel Bruno | Gabriel Bruno | Gabriel Bruno | | Jennifer Ansberry | Christopher L. Mapes | Steven Hedlund | Steven Hedlund | Steven Hedlund | | Michael Whitehead | Jennifer Ansberry | Jennifer Ansberry | Jennifer Ansberry | Jennifer Ansberry | | Susan Edwards | Michele Kuhrt | Michele Kuhrt | Michele Kuhrt | Michele Kuhrt |

  156. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 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 2025, these adjustments are as described in footnote 3 below. Please note that, while similar adjustment information was provided in previous proxy statements for previous years, 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 2025 or the related disclosures provided below. |

  157. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 3 | Compensation Actually Paid for 2025 (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. |

  158. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Change in Pension Value ($) | Exclusion of Stock Awards and Option Awards ($) | Inclusion of Pension Service Cost ($) | Inclusion of Equity Values ($) | Compensation Actually Paid to PEO 2($) | | 2025 | 8,394,536 | — | (5,701,663) | — | 8,034,120 | 10,726,993 |

  159. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Exclusion of Change in Pension Value ($) | Exclusion of Stock Awards and Option Awards ($) | Inclusion of Pension Service Cost ($) | Inclusion of Equity Values ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,012,285 | — | (975,739) | — | 1,554,301 | 2,590,847 |

  160. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  161. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for PEO 2 ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total—Inclusion of Equity Values for PEO 2 ($) | | 2025 | 5,732,297 | 1,787,230 | — | 514,593 | — | 8,034,120 |

  162. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 980,972 | 374,004 | — | 199,325 | — | 1,554,301 |

  163. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 4 | The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 400 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 400 Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  164. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 5 | We determined Return on Invested Capital (“ROIC”) for Compensation Purposes to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2025. More information on ROIC for Compensation Purposes can be found in Appendix A. |

  165. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TOTAL SHAREHOLDER RETURN (“TSR”)

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TOTAL SHAREHOLDER RETURN (“TSR”) 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, the Company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR of the S&P 400 Index over the same period assuming initial investment of $100 on December 31, 2020.

  166. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY NET INCOME

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY NET INCOME 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 our GAAP Net income during the five most recently completed fiscal years.

  167. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY ROIC FOR COMPENSATION PURPOSES

    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.