SHAREHOLDER ENGAGEMENT

We are committed to engaging in constructive conversations with shareholders and nurturing long-term relationships with the investment community. We maintain an active shareholder engagement program where executives and management from various departments meet with shareholders regularly to discuss a variety of topics including business performance, strategic initiatives, corporate governance practices, corporate sustainability initiatives, executive compensation, and other matters of shareholder interest. The Board values an active investor relations program as it believes that shareholder input strengthens its role as an informed and engaged fiduciary.

Our shareholder engagement program includes participation at investor conferences, holding meetings and tours at Lincoln Electric, visiting investors at their offices, hosting tradeshow tours, being accessible to shareholder inquiries throughout the year and communicating with transparency. In 2020, we maintained active engagement with the investment community despite COVID-19 restrictions with calls/videoconferencing, a virtual annual shareholder meeting, virtual investor conferences and non-deal roadshows, as well as a virtual Lincoln Electric product exposition. Our efforts were recognized by Institutional Investors’ “All-American Executive Team” 2020 rankings, where our CEO, CFO and Investor Relations were among the top-3 midcap machinery executives in their respective areas. In addition, we reached out to investors representing approximately 49 percent of our outstanding shares to discuss corporate governance and sustainability (ESG) matters. We continued to gain good insights on our practices and policies and received positive feedback on the execution of our strategy, corporate governance, executive compensation, environmental, health and safety practices, and our investor relations program.

CORPORATE SUSTAINABILITY MATTERS

The Board recognizes the importance of achieving our goals responsibly, and this alignment with our key stakeholders also drives long-term value creation.

Our approach to sustainability began 125 years ago by our founders who established the Company under the guiding principle of The Golden Rule: Treating others how you would like to be treated. Our culture, values and our commitment to diversity and inclusion reflect The Golden Rule and our Purpose of Operating by a Higher Standard to Build a Better World.

Our governance structure for sustainability includes Board oversight, primarily driven by the Audit Committee, and sustainability metrics are incorporated into the annual goals of ~~Directors~~our CEO and our other executives. Our Executive Vice President and General Counsel oversees corporate environmental, health and safety (EH&S) initiatives and global reporting, and works closely with business unit leadership and local facilities to implement, monitor and measure our results. During 2020, we established an internal sustainability counsel with a primary focus on enhancing product stewardship for sustainable solutions.

The following policies and business practices exemplify our commitment to ESG matters:

· Our guiding principle is The Golden Rule;

· Our Code of Corporate Conduct and Ethics;

· Our Supplier Code of Conduct;

· Health, safety and wellness initiatives for our employees, customers and communities;

· Our Human Rights Policy;

· Equal employment opportunities, along with our pledge to treat employees fairly, with dignity, and without discrimination in any form;

· Focus on improving environmental performance, including long-term safety and environmental goals and performance reporting, and an emphasis on product stewardship;

· Training and development programs to attract and retain high performing employees and help them reach their full potential;

· Community engagement through employee-led fundraisers, grants provided by The Lincoln Electric Foundation, scholarships, in-kind gifts, and an employee matching and “Dollars for Doers” program to support volunteerism;

· Positively impacting manufacturing and industry by promoting the art and science of welding among students and young professionals through our business initiatives, partnerships with schools and associations, and programming at the J.F. Lincoln Foundation; and

· Enhancing diversity and inclusion through employee resource groups including our Diversity Councils, Veterans, Women in Lincoln Leadership, and Young Professionals organization.

OUR BOARD OF DIRECTORS

Our Board oversees management in the long-term interest of Lincoln Electric and our ~~shareholders.~~stakeholders. The Board’s major responsibilities include:

· Overseeing the conduct of our business

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

· Evaluating CEO and senior management performance and determining executive compensation

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

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

· Overseeing enterprise risk management

· Overseeing the ethics and compliance program

· Overseeing ESG and diversity and inclusion matters

~~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:

· ~~Demonstrated~~ Demonstrates character, integrity and judgment

· High-level managerial experience or experience dealing with complex ~~problems~~business matters

· Ability to work effectively with others

· Sufficient time to devote to the affairs of Lincoln Electric

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

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

· Financial literacy

~~In evaluating candidates to recommend to the~~

BOARD DIVERSITY

To maintain Board ~~including the Director nominees,~~diversity, the Nominating and Corporate Governance Committee is committed to include in each director candidate search individuals that represent diversity of race and gender. The Nominating and Corporate Governance committee also considers ~~whether the candidate enhances the~~ diversity of ~~the Board. Such diversity includes~~national origin, professional background and capabilities, knowledge of specific industries, and geographic experience. Throughout 2020, the Nominating and Corporate Governance Committee reviewed the skills, qualifications and experience ~~as well as race, gender and national origin.~~of each Director nominee to ensure that each can effectively oversee our long-term business strategy.

~~Lincoln Electric is~~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.

During 2018, two new directors were elected to the Board in light of two retirements from the Board. In February 2018, Mr. Ben Patel was elected to the Board and, in July 2018, Mr. Patrick Goris was elected to the Board. In recruiting Messrs. Patel and Goris, the The Nominating and Corporate Governance ~~Committee retained~~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, ~~to help identify director prospects, perform candidate outreach, assist in reference~~ and background checks and provide other related services. In recruiting Mr. Patel, the Korn Ferry search firm was retained and in recruiting Mr. Goris, the Heidrick & Struggles search firm was retained. The recruiting process typically involves, and for these searches did involve, the search firm, the CEO and/or a member of the Nominating and Corporate Governance Committee (usually, the Chair) ~~contacting~~will contact the prospective director to gauge his or her interest and availability. The candidate will then meet with several members of the Board, including our Lead Independent Director. At the same time, ~~the search firm will contact~~ references for the ~~prospect.~~prospect will be contacted. A background check is generally completed before a final recommendation is made to the Board to appoint a candidate to the Board.

In identifying Mr. Patel, the Board targeted senior executives who had experience in managing global businesses where the ability to drive collaborative technologies to various markets and global customers is a critical portion of the strategy. Experience in leadership and management of technologies, whether through exposure to automation capabilities, “internet of things” (IoT), internet-based marketing or data analytics, was a key focus for the search. Mr. Patel’s technology-based experience at a global, publicly-traded company was determined to be a good fit for the Board and heOctober 2020, Ms. Kellye Walker was elected to the ~~Board on February 21, 2018.~~

Board. In ~~identifying Mr. Goris,~~recruiting Ms. Walker, the ~~Board targeted senior executives who had~~Nominating and Corporate Governance Committee considered her background and skills and determined that her extensive leadership experience across various industries in ~~managing the finance function~~legal, corporate governance and strategy development would be integral in a large, global business. As the Chief Financial Officer of a publicly-traded company and with his extensive finance and accounting experience, Mr. Goris is considered an “audit committee financial expert.” In addition,

Mr. Goris’ position as a senior executive at a global industrial automation and information solutions company provides him with broad exposure to digital operations and “smart” manufacturing solutions using data and analytics that enhance operational intelligence, productivity and risk management in manufacturing processes. These are key initiatives inhelping advance our ~~long-term strategic objectives. Accordingly, Mr. Goris was elected to the Board on July 19, 2018.~~

2025 Strategy.

Shareholders may nominate one or more persons for election as Director of Lincoln Electric. The process for doing so is set forth in the FAQs section of this Proxy Statement.

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~

/ 21

~~PROPOSAL 1—ELECTION OF DIRECTORS~~ Director candidates recommended by our shareholders will be considered by the Nominating and Corporate Governance Committee in accordance with the criteria outlined above.

~~Director Independence~~DIRECTOR INDEPENDENCE

Each of our non-employee Directors meets the independence standards set forth in the Nasdaq listing standards, which are reflected in our Director Independence Standards. To be considered independent, the Nominating and Corporate Governance Committee must affirmatively determine that the director has no material relationship with Lincoln Electric. In addition to outlining the independence standards set forth in the NASDAQ listing standards, the Director Independence Standards outline specific relationships that are deemed to be categorically immaterial for purposes of director independence. The Director Independence Standards are available on our website at www.lincolnelectric.com.

During ~~2018,~~2020, the independent Directors met in regularly scheduled Executive Sessions in conjunction with each of the Board meetings. The Lead Independent Director presided over these sessions.

~~Board Leadership~~BOARD LEADERSHIP

~~Our Chairman,~~Mr. Mapes, our President and CEO, serves as Chairman of the Board, in addition to his other responsibilities. As Chairman, he is responsible for planning, formulating and coordinating the development and execution of our corporate strategy, policies, goals and objectives. He is accountable for Lincoln Electric’s performance and:

· reports directly to our ~~Board;~~Board, who reviews and approves his annual performance objectives;

· works closely with our management to develop our strategic plan;

· works with our management on transactional matters by networking with strategic relationships;

· promotes and monitors the Board’s fulfillment of its oversight and governance responsibilities;

· encourages the Board to set and implement our goals and strategies;

· establishes procedures to govern our Board’s work;

· oversees the execution of the financial and other decisions of our Board;

· makes available to all members of our Board opportunities to acquire sufficient knowledge and understanding of our business to enable them to make informed judgments;

· presides over meetings of our shareholders; and

· sets the agenda for, and presides over, Board meetings.

~~Mr. Mapes, our President and CEO, serves as Chairman in addition to his other responsibilities.~~

Our Board believes having one individual serve as Chairman and CEO is beneficial to us because the dual role enhances Mr. Mapes’ ability to provide direction and insight on strategic initiatives impacting us and our shareholders. The Board also believes the dual role is consistent with good corporate governance practices because it is complemented by a Lead Independent Director.

~~Lead Director~~

Our Lead Director is appointed each year by the independent Directors and serves as a liaison between the Chairman of the Board and the independent Directors. The Lead Director collaborates with the Chairman, the Secretary and senior management on the format and adequacy of the information that Directors receive and on the effectiveness of the Board meeting process. The Lead Director acts independently of the Chairman to review and approve Board meeting agendas and schedules. The Lead Director also acts as a sounding board to the Chairman of the Board on key aspects of the business, and assists in promoting sound corporate governance practices. In addition, the Lead Director may call meetings of the independent Directors as he or she sees fit and presides over such meetings. During 2018, the independent Directors met in conjunction with each of the Board meetings. The Lead Director may also speak
LEAD INDEPENDENT DIRECTOR
Our Lead Independent Director focuses on overseeing the Board’s processes and prioritizing the right areas of focus. Our Lead Independent Director is appointed each year by the independent Directors and serves as a liaison between the Chairman of the Board and the independent Directors. Specifically, the Lead Independent Director has the following duties, responsibilities, and expectations:
·  Collaborates with the Chairman, the Secretary and senior management on the format and adequacy of the information that Directors receive and on the effectiveness of the Board meeting process.
·  Acts independently of the Chairman to review and approve Board meeting agendas and schedules.
·  Acts as a sounding board to the Chairman of the Board on key aspects of the business, and assists in promoting sound corporate governance practices.
(LOGO)
Mr. Curtis Espeland currently serves as our Lead Independent Director, a position he has held since 2018. Mr. Espeland was elected to our Board in February 2012. During his tenure on our strong working relationships with his fellow directors, and assisted with the onboarding of our three most recently elected directors.
·  Calls meetings of the independent Directors as he sees fit, presiding over such meetings.
·  Speaks on behalf of Lincoln Electric, as the Board determines necessary.

~~Mr. Curtis Espeland currently serves as our Lead Director, a position he has held since the 2018 Annual Meeting.~~

~~Board Role in Enterprise Risk Management~~BOARD ROLE IN ENTERPRISE RISK MANAGEMENT

In the ordinary course of business, we face various strategic, operating and compliance risks. Our enterprise risk management process seeks to identify and address risks to the organization. Our Board oversees the management of these risks on an enterprise-wide basis, and the Lead Independent Director promotes our Board’s engagement in this process. A fundamental part of the process is to understand the Company’s risks, and to provide oversight as to how management is addressing these risks. The full Board reviews with management its process for enterprise risk management. In addition, the Audit Committee is charged with overseeing the Company’s risk assessment and management process each year, including ensuring that management has instituted processes to identify critical risks and has developed plans to manage such risks.

/ 22

The Company maintains a risk management review process where risk is assessed throughout our entire organization, and is reported to a corporate risk committee comprised of members of our various business units and control functions. Each year, the committee identifies critical risks to the organization and those that are determined to be ~~“high priority”~~“high-priority” risks are reported to the executive management committee and the ~~Audit Committee.~~Board. Thereafter, ~~“high priority”~~“high-priority” risks are assigned, as appropriate, to various Board Committees, or to the Board as a whole, for further review, analysis and development of appropriate plans for management and mitigation. ~~The Board also has broad oversight with respect~~Information security is a high-priority risk, and the Audit Committee receives updates at each meeting relative to this risk and the Company maintains a related cyber risk insurance policy.

BOARD ROLE IN STRATEGY OVERSIGHT

One of the Board’s key responsibilities is overseeing the Company’s strategic planning process, including reviewing the steps taken to develop strategic plans and approving the final plans. In 2020, this included receiving periodic updates regarding the Company’s execution and performance during the initial year of the 2025 Strategy. Our Board regularly discusses the key priorities of our Company, taking into consideration global economic, consumer and other significant trends. The Company’s long-term strategic plan is reviewed regularly with the Board, along with its annual operating plan, capital structure and sustainability performance.

COMPENSATION-RELATED RISK

We regularly assess risks related to our compensation and benefit programs, including our executive compensation ~~programs,~~program, and our Compensation and Executive Development Committee is actively involved in those assessments. In addition, Willis Towers Watson, a compensation consultant engaged by management, has provided a risk assessment of our executive compensation ~~programs~~program in the past. Although we have a long history of pay for performance and incentive-based compensation, we believe our compensation programs contain many mitigating factors to ensure that our employees are not encouraged to take unnecessary risks.

As a result of all these efforts, we do not believe the risks arising from our executive compensation policies and practices are reasonably likely to have a material adverse effect on Lincoln Electric.

~~RELATED PARTY~~RELATED-PARTY TRANSACTIONS

~~Any~~The Board has adopted a policy regarding the review and approval of transactions between the Company and its subsidiaries and certain related ~~party transactions concerning Lincoln Electric and any of its Directors, officers or other employees (or any of their immediate family members)~~parties that are required to be disclosed in proxy statements, which are referred to ~~and approved by the Chief Compliance Officer~~as “related-party transactions.” Related parties include our Directors, Director nominees, executive officers, persons controlling 5% of our common shares, and the immediate family members of these individuals. Pursuant to the policy, the Audit ~~Committee.~~ Committee is responsible for reviewing and approving related-party transactions and will consider information it deems appropriate, including, but not limited to, whether the terms of the transaction are no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the approximate dollar value of the transaction, and the nature and extent of the related party’s interest in the transaction. No Director will participate in any discussion or approval of a related-party transaction for which he or she is a related party, other than to provide material information concerning the transaction.

We define ~~“related party~~“related-party transactions” generally as transactions collectively over $120,000 in any calendar year, in which any related party had, has or will have a direct or indirect material interest. We have a monitoring and reporting program, which includes requirements to report all actual or potential related party transactions during the ~~self-interest of the employee, officer or Director may be at odds or conflict with the interests of Lincoln Electric, such as doing business~~year and information regarding all relationships with entities ~~that are or may be controlled or significantly influenced by such persons or their immediate family members. Our~~involving a related party transaction policies can be found in our Code of Corporate Conduct and Ethics, as well as the Audit Committee Charter, both of which are available on our website at www.lincolnelectric.com in the Investor Relations section.

party.

In February ~~2019,~~2020, the Audit Committee considered and approved ~~a related party~~the on-going related-party transaction involving P&R Specialty, Inc., a supplier to Lincoln Electric. Greg D. Blankenship, the brother of George D. Blankenship, our former Executive Vice President, President, Americas Welding, is the sole stockholder and President of P&R Specialty, Inc. During ~~2018,~~2020, we purchased approximately ~~$2.5~~$2.0 million worth of products from P&R Specialty in ordinary course of business transactions. George D. Blankenship has no ownership interest in or any involvement with P&R Specialty. We believe that the transactions with P&R Specialty were, and are, on terms no less favorable to us than those that could have been obtained from unaffiliated parties.

OUR BOARD COMMITTEES

We have separately designated standing Audit, Compensation and Executive Development, and Nominating and Corporate Governance Committees established in accordance with applicable provisions of the Securities Exchange Act of 1934 (the “Exchange Act”) and ~~Securities and Exchange Commission (“SEC”)~~SEC and Nasdaq rules. The Board also has designated a standing Finance Committee. ~~The number of meetings held by each committee during 2018 is set forth below.~~

Audit Compensation &
Executive
Development Nominating &
Corporate
Governance Finance
Number of Committee Meetings 6 6 5 5
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 23
~~PROPOSAL 1—ELECTION OF DIRECTORS~~
Each committee has a charter, which details all of the committee’s roles and responsibilities. The following summaries set forth the principal responsibilities of each of ~~the Board’s separately designated standing committees,~~committee, as well as other information regarding their makeup and operations. A copy of each committee’s charter may be found on our website at www.lincolnelectric.com.

~~Audit Committee~~
~~Members~~
~~Messrs. Hanks (Chair),~~
~~Espeland, Goris, Hilton, Lincoln and Patel~~

Audit Committee Compensation and Executive Development
Committee
Chair:
Stephen G. Hanks
Members:
Curtis E. Espeland
Patrick P. Goris
G. Russell Lincoln
Ben P. Patel
Chair:
William E. MacDonald, III
Members:
Michael F. Hilton
Kathryn Jo Lincoln
Phillip J. Mason
Hellene S. Runtagh
Kellye L. Walker
Meetings held in 2020: 6
Meetings held in 2020: 7
Key Responsibilities
·  ~~Appoints and determines whether to retain or terminate the independent auditors~~Independent auditor engagement
·  ~~Approves all audit engagement fees, terms and services~~
·  ~~Approves any non-audit engagements with the independent auditors~~
·Reviews ~~and discusses the independent auditors’ quality control~~
·  ~~Reviews and discusses the independence of the auditors, the audit plan, the conduct of the audit and the results of the audit~~
·  ~~Reviews and discusses with management Lincoln Electric’s~~ financial statements and disclosures, ~~its~~ interim financial reports and ~~its~~ earnings press releases
·Reviews ~~with our General Counsel~~significant litigation and legal matters ~~that might have a significant impact on our financial statements~~
·Oversees enterprise risk management, risk assessment, ethics and compliance ~~with our Code of Corporate Conduct~~programs, including ESG performance and ~~Ethics, including annual reports from compliance officers~~general information security matters
·Reviews ~~with management~~and evaluates the ~~appointment, replacement, reassignment or dismissal~~scope and performance of ~~the Senior Vice President, Internal Audit,~~ the internal audit ~~charter, internal audit plans and reports~~function
·Reviews ~~with management the adequacy of~~ internal ~~control~~controls over financial reporting
·  ~~Oversees risk assessment and risk management~~
Each ~~of the members~~member of our Audit Committee meets the independence standards set forth in the Nasdaq listing standards and have likewise been determined by the Board to have the financial competency required by the listing standards. In addition, because of the professional training and past employment experience of Messrs. Hanks, Espeland ~~Goris~~ and ~~Hilton,~~Goris, the Board has determined that they are financially sophisticated Audit Committee ~~Members~~members under the Nasdaq listing standards and qualify as “audit committee financial experts” in accordance with SEC rules. Shareholders should understand that the designation of Messrs. Hanks, Espeland ~~Goris~~ and ~~Hilton~~Goris as “audit committee financial experts” is a disclosure requirement and that it does not impose upon them any duties, obligations or liabilities that are greater than those generally imposed on them as members of the Audit Committee and the Board.
/ 24

~~Compensation and Executive Development Committee~~
~~Members~~
~~Messrs. MacDonald, III (Chair)~~
~~and Mason, Ms. Lincoln and Ms. Runtagh~~

Key Responsibilities
·Reviews and recommends to the Board total compensation of our CEO, and reviews and establishes total compensation of our other executive officers
·  ~~Annually assesses~~Evaluates performance (along with ~~the Board the performance~~full Board) of our CEO and ~~annually assesses the performance of our~~ other executive officers
·Monitors ~~our~~development, selection process and succession planning of key management ~~resources, structure, succession planning, development and selection processes and the performance of key executives~~
·Reviews and recommends to the Board, in conjunction with the Nominating and Corporate Governance Committee, the appointment and removal of ~~our~~ elected officers
·  ~~Has oversight for our employee stock and incentive plans and reviews, approves or otherwise makes recommendations to the Board concerning our employee benefit plans~~
·Oversees executive compensation policies, practices and programs, as further described in the CD&A
·Reviews and recommends to the Board new or amended executive compensation plans with our executive officers
·Oversees diversity and inclusion programming
Each ~~of the members~~member of our Compensation and Executive Development Committee meets the independence standards set forth in the Nasdaq listing standards and each ~~of whom~~ is deemed to be (1) an outside Director within the meaning of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, and (2) a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. As part of the independence evaluation, the Board must consider all factors relevant to whether the Director has a relationship to the Company that is material to his or her ability to be independent, including the Director’s source of compensation and whether the Director is affiliated with the Company. None of the members of theThe Compensation and Executive Development Committee ~~were determined~~may, in its discretion, delegate specific duties, responsibilities and authority to ~~have an affiliation~~a subcommittee, one or ~~source of income that was material~~more Committee members or one or more executive officers, to ~~his or her ability to be independent.~~the extent permitted by applicable law and stock exchange rules and regulations.

31
-

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 25

~~PROPOSAL 1—ELECTION OF DIRECTORS~~
32
-

Nominating and Corporate Governance
Committee
Finance Committee
Chair:
Kathryn Jo Lincoln

~~Members~~Members:
~~Ms. Lincoln (Chair),~~Patrick P. Goris
~~Messrs. Goris,~~Michael F. Hilton
Ben P. Patel ~~and Ms.~~
Hellene S. Runtagh
Kellye L. Walker
Chair:
Phillip J. Mason
Members:
Curtis E. Espeland
Stephen G. Hanks
G. Russell Lincoln
William E. MacDonald, III
Meetings held in 2020: 5

·  ~~Reviews external developments~~Meetings held in ~~corporate governance matters, and develops and recommends to the Board corporate governance principles for Lincoln Electric~~
·  ~~Identifies and evaluates Board member candidates and is responsible for director succession planning~~
·  ~~Reviews director compensation, benefits and expense reimbursement programs~~2020: 5

Key Responsibilities
·Reviews ~~periodically~~our corporate governance framework including external developments related to corporate governance matters
·  Reviews appropriate composition of the ~~quality, sufficiency~~Board, identifies Board candidates and ~~currency~~recommends Director nominees
·  Reviews shareholder proposals and shareholder engagement activities
·  Reviews non-employee Director compensation program in light of ~~governance information furnished~~best practices and makes recommendations to the Board ~~by management~~
·Reviews and ~~advises on shareholder proposals and engagement~~determines Director independence
·  ~~Leads our~~Oversees the self-evaluation process of the Board and Committees ~~in annual reviews of their performance~~
·  ~~Assesses Director independence~~Reviews environmental, social and governance matters
Each ~~of the members~~member of our Nominating and Corporate Governance Committee meets the independence standards set forth in the Nasdaq listing standards.
~~Finance Committee~~
~~Members~~
~~Messrs. Mason (Chair),~~
~~Espeland, Hanks, Lincoln and MacDonald, III~~

Key Responsibilities
·Reviews financial performance, including comparing ~~our~~ financial performance to budgets and goals
·Reviews capital ~~structure issues, including~~allocation, dividend and share repurchasing ~~policies~~strategies
·Reviews ~~our financial operations~~operating budgets
·Reviews ~~our~~ capital expenditures
·Reviews M&A activity and integration performance
·  Oversees strategic planning and financial policy matters
·  ~~Reviews pension plan funding and plan investment management performance~~
Each ~~of the members~~member of our Finance Committee meets the independence standards set forth in the Nasdaq listing standards. All of our Directors typically attend the Finance Committee meetings, a practice that has been in place for the past several years.

/ 26

DIRECTOR COMPENSATION //

OUR BOARD COMPENSATION PROGRAM
Based upon the recommendations of the Nominating and Corporate Governance Committee, the Board determines our non-employee Director compensation. The Nominating and Corporate Governance Committee periodically reviews ~~the status~~all elements of Board compensation in relation to ~~other comparable companies,~~our proxy peer group (as identified in the CD&A), trends in Board compensation and other factors it deems appropriate. In ~~connection with its review in 2018,~~consultation with Korn Ferry as an independent advisor, the Nominating and Corporate Governance Committee ~~made certain~~did not recommend any adjustments to Board compensation to better align with our peer group. As a result of that review, in October 2018, the Board approved granting equity in the form of restricted stock units (RSUs) instead of restricted shares, and approved amending the Non-Employee Directors’ Deferred Compensation Plan to allow for the deferral of RSUs, in addition to cash compensation. during 2020.
The objectives of our non-employee Director compensation ~~programs~~program are to attract highly qualified and diverse individuals to serve on our Board and to align their interests with those of our shareholders. An employee of Lincoln Electric who also serves as a Director does not receive any additional compensation for serving as a Director.

All non-employee Directors receive cash retainers and an annual stock-based award for serving on our Board. Stock-based compensation is provided under our 2015 Stock Plan for Non-Employee Directors. ~~Below is a summary~~
GOOD GOVERNANCE PRACTICES
Lincoln Electric seeks to attract and retain highly qualified individuals to serve on the Board of Directors. To that end, Lincoln Electric maintains the philosophy of paying non-employee Directors fairly and reasonably, considering external market factors, consistent with good governance practices. With respect to our non-employee Director compensation ~~program:~~program, our governance practices include:

What We Do ~~Board Level~~ ~~Lead Director~~ ~~Committee Chairs~~What We Don’t Do
~~Cash~~Reasonable limits on non-employee Directors’ annual equity awards included in 2015 Stock Plan for Non-Employee Directors ~~Retainer~~
✔
~~$ 80,000~~
No Hedging or Pledging of Lincoln Electric Stock
~~Additional~~
~~$25,000~~
✘
Total compensation is positioned at the peer median ~~Additional~~
~~$18,000~~✔ No Excessive Perquisites ✘
Non-employee Director compensation approved by full Board
✔
No Excise Tax Gross-Ups or Tax Reimbursements
✘
Full-value equity award granted at a fixed-value ✔
Double Trigger Provisions for ~~Audit~~
Change in Control ✔
Stock Ownership Guidelines
✔
Independent Advisor
✔
~~$13,000 for Compensation~~
~~and Executive Development~~
~~$10,000 for Finance and Nominating~~
~~and Corporate Governance~~33
~~Meeting Fees~~¹ — — —-
~~Equity~~ ~~Annual Restricted~~
~~Stock Unit Award “approx. value”~~² ~~$125,000~~ — —
~~Initial Restricted~~
~~Stock Unit Award “approx. value”~~³ ~~$125,000~~ — —
~~(1)~~  We do not have separate meeting fees, except if there are more than eight full Board or Committee meetings in any given year, Directors will receive $1,500 for each full Board meeting in excess of eight meetings and Committee members will receive $1,000 for each Committee meeting in excess of eight meetings in total.
~~(2)~~  Directors have the ability to defer restricted stock units under the Non-Employee Directors’ Deferred Compensation Plan. Prior to October 2018, the annual stock-based award was in the form of restricted stock.
~~(3)~~  The initial award will be pro-rated based on the Director’s length of service during the twelve-month period preceding the next regularly scheduled annual equity grant, which normally occurs in the fourth quarter of each year. Prior to October 2018, the initial stock-based award was in the form of restricted stock.
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 27

34
-
~~PROPOSAL 1—ELECTION OF DIRECTORS~~
The following is a summary of our current Director compensation program:

Director Compensation Table
Director Fees Earned or
Paid in Cash Stock
Awards¹ All Other
Compensation Total
Curtis E. Espeland² $115,514 ⁴ $124,948 — $240,462
Patrick P. Goris³ 36,087 ⁴ 175,270 — 211,357
David H. Gunning³ 31,731 — — 31,731
Stephen G. Hanks² 92,000 124,948 — 216,948
Michael Hilton 80,000 124,948 — 204,948
G. Russell Lincoln 80,000 124,948 — 204,948
Kathryn Jo Lincoln 90,000 ⁴ 124,948 — 214,948
William E. MacDonald, III 93,000 124,948 — 217,948
Phillip J. Mason² 82,500 124,948 — 207,448
Ben P. Patel³ 68,667 225,897 — 294,564
Hellene S. Runtagh 80,000 124,948 — 204,948
George H. Walls, Jr.³ 24,176 ⁴ — — 24,176

Board Level
Lead Independent
Director
Committee Chairs
Cash
Retainer¹
$ 80,000
Additional
$28,000
Additional
$20,000 for Audit
$15,000 for Compensation and Executive Development, Finance and Nominating and Corporate Governance
Meeting Fees² — – –
Equity
Annual Restricted
Stock Unit (RSU) Award approx.
value³

$135,000

–

–
Initial RSU
Award approx. value^3,4

$135,000

–

–
~~(1)~~  On December 13, 2018, 1,542 restricted stock units were granted to each non-employee Director under our 2015 Stock Plan for Non-Employee Directors. For Mr. Goris, 549 shares of restricted stock were also granted to him in July 2018 upon his initial election to the Board. For Mr. Patel, 1,113 shares of restricted stock were also granted to him in February 2018 upon his initial election to the Board.
(1) Directors have the ability to defer annual cash compensation under the Non-Employee Directors’ Deferred Compensation Plan.
(2) We do not have separate meeting fees, except if there are more than eight full Board or Committee meetings in any given year, Directors will receive $1,500 for each full Board meeting in excess of eight meetings and Committee members will receive $1,000 for each Committee meeting in excess of eight meetings in total.
(3) Directors have the ability to defer RSUs under the Non-Employee Directors’ Deferred Compensation Plan.
(4) The initial award will be pro-rated based on the Director’s length of service during the twelve-month period preceding the next regularly scheduled annual equity grant, which normally occurs in the fourth quarter of each year.

2020 DIRECTOR COMPENSATION TABLE
Name

Fees Earned or
Paid in Cash
($)
Stock
Awards¹
($)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)

Total
($)
Curtis E. Espeland 108,000² 134,916 242,916
Patrick P. Goris   80,000² 134,916 2,308³ 217,224
Stephen G. Hanks 100,000   134,916 234,916
Michael F. Hilton 80,000 134,916 214,916
G. Russell Lincoln 80,000 134,916 214,916
Kathryn Jo Lincoln   95,000² 134,916 229,916
William E. MacDonald, III 95,000 134,916 229,916
Phillip J. Mason 95,000 134,916 229,916
Ben P. Patel   80,000² 134,916 214,916
Hellene S. Runtagh 80,000 134,916 214,916
Kellye L. Walker 15,870 153,680 169,550
(1) On December 10, 2020, 1,129 RSUs were granted to each non-employee Director under our 2015 Stock Plan for Non-Employee Directors. For Ms. Walker, 184 RSUs were also granted to her on October 20, 2020 upon her initial election to the Board.
The Stock Awards column represents the grant date fair value under Accounting Standards Codification (ASC) Topic No. 718 based on a closing price of ~~$81.03~~$119.50 per share on December ~~13, 2018,~~10, 2020, and, with respect to the ~~awards~~award granted to ~~Mr. Goris and Mr. Patel,~~Ms. Walker, a closing price of ~~$91.66~~$101.98 per share on ~~July 19, 2018 and $90.70 per share on February 21, 2018, respectively.~~October 20, 2020. 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, ~~2018~~2020 included in our Annual Report on Form 10-K filed with the SEC on February ~~27, 2019.~~19, 2021.
As of December 31, ~~2018,~~2020, the ~~aggregate~~ number of ~~shares of restricted stock~~RSUs held by each non-employee Director was ~~1,347 shares,~~1,129, except for ~~Mr. Goris,~~Ms. Walker, who held ~~549 shares~~1,313. Each of ~~restricted stock~~Messrs. Goris, Hanks, Hilton and ~~Mr.~~ Patel ~~who held 1,113 shares of restricted stock. As of December 31, 2018, the aggregate number of restricted stock units held by each non-employee Director was 1,542.~~
~~(2)~~  Mr. Espeland was appointed Lead Director on April 19, 2018, following Mr. Gunning’s retirement from the Board. Due to Committee Chair rotations in July 2018, the Audit Committee Chair retainer amounts are prorated for Messrs. Espeland and ~~Hanks, and the Finance Committee Chair retainer amounts are prorated for Messrs. Hanks and Mason.~~
~~(3)~~  Messrs. Gunning and Walls resigned from the Board on April 19, 2018, the date of our 2018 Annual Meeting in accordance with our Governance Guidelines due to each attaining the age of 75 prior to such meeting. Mr. Patel wasMs. Lincoln elected to defer receipt of the ~~Board on February 21, 2018 and Mr. Goris was elected to the Board on July 19, 2018.~~
~~(4)~~  ~~All of Messrs. Espeland’s and Walls’ and Ms. Lincoln’s Board fees~~RSUs that were ~~deferred, as well as $20,000 of Mr. Goris’ Board fees were deferred,~~granted in 2020 under our Non-Employee Directors’ Deferred Compensation Plan.
(2) All of Messrs. Espeland’s, Goris’ and Patel’s and Ms. Lincoln’s Board fees were deferred under our Non-Employee Directors’ Deferred Compensation Plan.
(3) The amount shown for 2020 represents the difference in earnings under the Moody’s Corporate Bond Index fund in our Non-Employee Directors’ Deferred Compensation Plan and a hypothetical rate.

~~Other Arrangements~~OTHER ARRANGEMENTS
We reimburse Directors for reasonable out-of-pocket expenses incurred in connection with attendance at Board meetings, or when traveling in connection with the performance of their services for Lincoln Electric.

~~Continuing Education~~CONTINUING EDUCATION
Directors are generally reimbursed ~~($5,000 is used as a guideline)~~up to $5,000 for continuing education expenses (inclusive of travel expenses) for programs each Director may elect to attend. We also incorporate continuing education topics for Directors into our Board meetings from time to time.

/ 28
STOCK OWNERSHIP GUIDELINES

~~Stock Ownership Guidelines~~
In keeping with the philosophy that Directors’ interests should be aligned with the shareholders’ interest and as part of the Board’s continued focus on corporate governance, all of our non-employee Directors must adhere to our stock ownership guidelines. ~~Restricted stock awards and restricted stock unit awards~~RSUs, including any RSUs that have been deferred under the Non-Employee Directors’ Deferred Compensation Plan, count toward the stock ownership ~~guidelines; common shares underlying stock options and~~amount; shares held in another person’s name (including a relative) do not. The stock ownership guidelines can be met by satisfying one of the two thresholds noted in the chart below. As of December 31, ~~2018,~~2020, all of our non-employee Directors had satisfied the stock ownership guidelines, ~~with the exception of Mr. Goris and Mr. Patel due to their recent election~~except for Ms. Walker who was elected to the Board in ~~2018.~~ 2020.
35
-

36
-
Directors have five years from the date of election to the Board to satisfy the stock ownership guidelines. The Nominating and Corporate Governance Committee reviews the guidelines at least every two-and-a-half years to ensure that the components and values are appropriate—a review was conducted during ~~2017,~~2019, with the assistance of Korn Ferry as an independent advisor, and it was determined that no changes to the guidelines ~~should be adjusted to better align~~were necessary at this time, as the 5 times annual retainer guideline was consistent with ~~our~~the peer ~~group.~~group median. As there was no modification and this was a mid-cycle review, the absolute share target remained unchanged. The next review is anticipated to occur in ~~2019.~~2021.

Retainer Multiple Number of Shares
Shares valued at 5x annual Board retainer ($400,000) OR 4,368*

* Represents shares equal to $400,000 based on the closing price of Lincoln Electric stock as of December 29, 2017 (the last trading day of the calendar year) of $91.58.
*
~~Represents shares equal to $400,000 based on the closing price of Lincoln Electric stock as of December 29, 2017 (the last trading day of the calendar year) of $91.58.~~EQUITY AWARDS

~~Equity Awards~~
The non-employee Directors’ RSUs awards are granted under the 2015 Stock Plan for Non-Employee ~~Directors is the vehicle for the annual and initial grants of stock-based awards.~~
Directors. Under the terms of the awards, ~~shares of restricted stock and restricted stock unit awards~~RSUs vest in full one year after the date of grant, with accelerated vesting in the event of a change in control of Lincoln Electric if the Director’s service is terminated or if the award is not assumed upon the change in control, or upon the death or disability of the Director. ~~Shares of restricted stock also provide for accelerated vesting of a pro-rata portion of the award upon retirement based on the Director’s length of service during the 1-year term.~~ During the period in which ~~the shares of restricted stock remain forfeitable, dividends are paid to the Directors in cash. During the period in which restricted stock units~~RSUs remain unvested, dividend equivalents ~~accrue and will~~ pay out in cash ~~upon vesting of the underlying award.~~when dividends are generally paid to shareholders.

~~Deferred Compensation Plan~~DEFERRED COMPENSATION PLAN
~~Adopted in 1995, the~~
The Non-Employee Directors’ Deferred Compensation Plan allows the non-employee Directors to defer payment of all or a portion of their annual cash ~~compensation. Amended in 2018, the plan also allows non-employee Directors to defer restricted stock units~~compensation and RSUs granted to them. This plan allows each participating non-employee Director to elect to begin payment of the deferred amounts as of the earlier of termination of services as a Director, death or a date not less than one full calendar year after the year the fees are initially deferred.

The investment elections available under the plan for cash compensation deferred are the same as those available to executives under our Top Hat Plan, which is discussed ~~below~~ in the narrative under ~~2018~~2020 Deferred Compensation Benefits. RSU deferrals are deemed invested solely in a Lincoln Electric Stock fund, and no other plan deferrals are eligible for investment into that fund.
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 29

EXECUTIVE COMPENSATION

Our long-term strategy is focused on key actions and initiatives that generate long-term profitable growth within our targeted markets through value-added solutions and operational excellence. We believe this approach engages our business team in creating a long-term value proposition for shareholders that generates above-market returns through an economic cycle while maintaining a short-term focus on improving profitability and driving operating excellence. More information on our business and strategy can be found in the “Business Overview” section at the beginning of this Proxy Statement.

The Compensation Discussion and Analysis (CD&A) describes our executive compensation programs and how they apply to our NEOs.
~~2018 Named Executive Officers (NEOs)~~
~~Name~~ ~~Title~~
~~Christopher L. Mapes~~ ~~Chairman, President and Chief Executive Officer~~
~~Vincent K. Petrella~~ ~~Executive Vice President, Chief Financial Officer and Treasurer~~
~~George D. Blankenship~~ ~~Executive Vice President, President, Americas Welding~~
~~Steven B. Hedlund~~ ~~Executive Vice President, President, International Welding~~
~~Jennifer I. Ansberry~~ ~~Executive Vice President, General Counsel and Secretary~~
The CD&A contains statements regarding future performance targets and goals. These targets and goals are disclosed in the context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We caution investors not to apply these statements in other contexts.

Executive Compensation Table of Contents
~~Compensation Discussion and Analysis~~ ~~Executive Compensation Tables~~
Executive Summary ~~p. 31~~ ~~Summary of 2018 Compensation Elements~~ ~~p. 52~~38
Our Compensation Philosophy ~~p. 37~~ ~~2018 Summary Compensation Table~~ ~~p. 53~~45
Elements of Executive Compensation ~~p. 40~~ ~~2018 Grants of Plan-Based Awards~~ ~~p. 56~~50
Other Arrangements, Policies and Practices ~~p. 48~~59
Summary of 2020 Compensation Elements 64
2020 Summary Compensation Table 65
2020 Grants of Plan-Based Awards Table 68
Holdings of Equity-Related Interests ~~p. 57~~71
~~2018~~2020 Pension Benefits Table ~~p. 59~~74
~~2018~~2020 Deferred Compensation Benefits ~~p. 60~~75
Termination and Change in Control Arrangements ~~p. 62~~77

/ For 2020, our NEOs were:
30CHRISTOPHER L. MAPES
Chairman, President and Chief Executive
Officer
GABRIEL BRUNO
Executive Vice President, Chief Financial
Officer and Treasurer
STEVEN B. HEDLUND
Executive Vice President, President,
Americas and International Welding
JENNIFER I. ANSBERRY
Executive Vice President, General
Counsel and Secretary
MICHELE R. KUHRT
Executive Vice President, Chief Human
Resources Officer
VINCENT K. PETRELLA
(retired during 2020)
Former Executive Vice President, Chief
Financial Officer and Treasurer
GEORGE D. BLANKENSHIP
(retired during 2020)
Former Executive Vice President,
President, Americas Welding

37
-

38
-

~~EXECUTIVE COMPENSATION //~~
COMPENSATION DISCUSSION AND ANALYSIS

~~Executive Summary~~EXECUTIVE SUMMARY
Our approach to executive compensation is generally the same as our approach to employee-wide compensation, with a strong belief in pay for performance and a long-standing commitment to incentive-based compensation.

While maintaining our performance-driven culture, our executive compensation program is designed to achieve the following objectives:

·  ~~Incentivize our executives to deliver above-market financial results;~~
·  ~~Align management interests with the long-term interests of our shareholders;~~
·  ~~Define performance drivers which support key financial and strategic business objectives;~~
·  ~~Address specific business challenges; and~~
·  ~~Maintain good governance practices in the design and operation of our executive compensation programs, including consideration of the risks associated with those practices.~~

~~OVERVIEW~~
KEY FINANCIAL PERFORMANCE

·  ~~We maintain a performance-driven culture, with~~~~pay for performance~~~~compensation programs~~
·~~85% of CEO target pay was “at risk”~~~~and, on average, 78% of all NEO target pay was “at risk”~~
·  ~~Of the shareholders who voted on “say-on-pay,” 98%~~~~voted for~~~~the compensation of our NEOs at last year’s Annual Meeting~~
·  ~~Mindful of our shareholders’ strong support, we have retained our general approach and~~~~emphasis on incentive compensation~~
~~Key Financial Performance~~
We have a strong track record of delivering increased value to our shareholders and we have typically delivered above-market performance across various financial metrics over many economic cycles. Our long-term strategy seeks to achieve profitable sales growth both organically and through acquisitions by emphasizing value-added solutions and differentiated ~~technologies to our mix.~~technologies. We anticipate this strategy will yield improved profit margins and returns, and will generate best-in-class financial performance measured against our peer group.

~~In 2018,~~We operated as an “essential business” in 2020 to ensure product availability for customers. Despite the unprecedented safety and operational challenges posed by the global pandemic, we achieved solid returns with a 17.7% ROIC, strong cash flow generation, and 117% cash conversion. Sales decreased approximately 11.6% to approximately $2.7 billion primarily due to 12.2% lower organic sales, ~~increased~~which were partially offset by a 1.3% benefit to sales from an acquisition. Operating income margin declined 180 basis points to 10.6% versus the prior year primarily due to lower sales and rationalization and asset impairment charges. Adjusted operating income margin held relatively steady, declining 50 basis points to 12.4% as price management and approximately ~~15% to $3.0 billion from 6.7% organic growth and 9% primarily from our acquisition~~$88 million in cost reduction benefits substantially mitigated the unfavorable impact of ~~Air Liquide Welding, which substantially increased our European business.~~ lower volumes.
Our ~~strategic emphasis~~focus on ~~improving our mix, mitigating inflation, achieving~~ operational excellence ~~and maintaining diligent cost management~~ resulted in ~~operating income growth, double-digit percent earnings per share growth, strong operating~~record safety performance for 2020 and we exceeded three of four of our 2020 environmental goals (with energy intensity not being achieved due to reduced working ~~capital and cash flows and~~hours across the globe as a ~~solid return on invested capital. Highlights include:~~result of the pandemic, although actual energy consumption was down year over year). These results demonstrate the continued structural improvements achieved in the business as the organization pursues best-in-class performance.

·  Reported operating income margin was 12.4%. Excluding special items, Adjusted operating income margin was 13.4% reflecting strong organic sales growth, including effective price management to mitigate inflation;
·  ~~Cash flow from operations of $329 million;~~
·  ~~Average operating working capital (AOWC) to net sales ratio of 16.5%;~~
·  ~~ROIC of 20.7%; and~~
·  ~~Cash returned to shareholders of $304 million—through an 11.4% increase in the dividend payout rate and $202 million in share repurchases.~~
2018 Diluted earnings per common share (EPS) was $4.37, including special item after-tax net charges of $0.45 per diluted share. On an adjusted basis, 2018 EPS increased 27.2% to $4.82, as compared with $3.79 in 2017.
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 31
~~EXECUTIVE COMPENSATION~~
We also focused on the continued ~~to pursue the~~ development and commercialization of innovative solutions and ~~acquisitions.~~leveraged new digital solutions to engage with customers virtually to drive long-term growth. In ~~2018,~~2020, we ~~increased~~maintained our R&D spend ~~by 13%, which represents~~of approximately ~~1.8%~~1.9% of revenue. Our investments in innovation generated a sales vitality index from new products launched in the last five years of ~~34%~~31%, and we ~~achieved a 52%~~increased our vitality index in equipment ~~systems.~~systems to 54%. The vitality index represents the ~~percent~~percentage of 2020 sales from new products launched in the last five years, excluding the International Welding ~~Segment.~~Segment and customized automation sales.

~~Financial Measures Used For~~See Appendix A for definitions and/or reconciliation of these metrics to results reported in accordance with GAAP. Performance measures used in the design of the executive compensation program are presented within this Compensation ~~Purposes~~Discussion and Analysis section.
39
-

40
-
We remain focused on generating long-term value for our shareholders through a disciplined capital allocation strategy. In 2020, we deployed approximately $59 million towards capital projects focused primarily on growth and operational efficiency and returned approximately $232 million of cash to shareholders through our dividend program and share repurchases. In the last five years, we have repurchased an aggregate amount of $994 million in shares and have increased the dividend rate by 59%. Our Board increased the dividend payout rate for 2021 by an additional 4.1%, marking 25 years of consecutive dividend increases.
FINANCIAL MEASURES USED FOR COMPENSATION PURPOSES
We consider various types of widely reported financial metrics, each of which is related to our executive compensation ~~programs~~program in some way. Some of these financial metrics directly impact our executive compensation ~~programs,~~program, while others are the closest approximation to the metrics that we use in our programs. We believe that all of these financial metrics are critical to the short-term and long-term growth and performance of our organization.

Short-term financial metrics used to evaluate operational performance and used in our annual bonus (EMIP) design are:

·  ~~Adjusted earnings before interest, taxes and bonus (EBITB), and~~ ·  ~~Average operating working capital to net sales ratio (AOWC/Sales) for compensation purposes.~~
Adjusted earnings before interest, taxes and bonus (EBITB), and
Average operating working capital to net sales ratio (AOWC/Sales) for Compensation Purposes.

The following charts illustrate our performance in these or comparable metrics.

~~(1)  Excluding special items where applicable. Definitions and a reconciliation of non-GAAP results to our most closely comparable GAAP results are included in Appendix A.~~
~~(2)  See Appendix A for definitions of AOWC/Sales for Compensation Purposes.~~

Financial metrics considered in our long-term incentive compensation ~~programs~~program include:

·•
Growth of Adjusted Net Income for Compensation Purposes (over a three-year cycle),
·
• Share price appreciation, including dividends (TSR).
• Three-year average ROIC for Compensation Purposes indexed to peer performance, and
·  ~~Share price appreciation, including dividends (TSR), versus various indices over a three-year period.~~
/ 32

The following ~~tables~~charts illustrate ~~Lincoln Electric’s~~our Adjusted Net Income for Compensation Purposes and ROIC for Compensation Purposes. The results for ROIC for Compensation Purposes ~~and TSR performance. ROIC for Compensation Purposes and TSR results~~ are compared to our peer group, the S&P 400 Midcap Index ~~(in~~(S&P 400), in which we ~~participate),~~participate, and the S&P 400 Midcap Manufacturing ~~Index and the S&P 500~~ Index. The ROIC for Compensation Purposes ~~and TSR~~ percentile rankings show the position of our financial results compared to the particular group, with a 50th percentile ranking indicating median (or market) performance. Percentiles below 50 indicate below-market performance, while percentiles above 50 indicate above-market performance. Information is based on the most recently available public information (as accumulated by an independent third party), as of January ~~2019~~2021 when the analysis was performed.

~~3-Year (2016–2018) Average ROIC~~^1,2 ~~Performance Percentile Rank to Peers and Select Indices~~41
~~Peers~~ ~~S&P Midcap~~
~~400~~ ~~S&P Midcap~~
~~400 Mfg~~-
77^th 84^th 82^nd
~~(1)~~  Excludes certain items as approved by the Compensation and Executive Development Committee where applicable. See discussion and definitions on page 45 in the “Long-Term Incentive Plan (LTIP)” section in Performance Measures and in Appendix A.
~~(2)~~  ~~As of September 30, 2018.~~
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 33

42
-
~~EXECUTIVE COMPENSATION~~
TOTAL SHAREHOLDER RETURN (TSR)

~~3-and 5-Year Total Shareholder Return~~
The following ~~charts compare~~3-Year (2018-2020) TSR Performance Percentile Rank chart illustrates our TSR performance compared to our peer group, the S&P Composite 500 Stock Index (S&P 500), the S&P 400, and the S&P 400 Midcap Manufacturing Index. The TSR percentile rankings show the position of our TSR Performance compared to the particular group, with a 50th percentile ranking indicating median (or market) performance. Percentiles below 50 indicate below-market performance, while percentiles above 50 indicate above-market performance. This information is based on the most recently available public information (as accumulated by an independent third party), as of January 2021 when the analysis was performed.
The following line graph compares the yearly percentage change in the cumulative total shareholder return on our common stock against the cumulative total ~~shareholder~~ return of the S&P Composite 500 Stock Index (S&P 500) and the S&P 400 Midcap Index (S&P 400) for the three-year and five-year periods ending December 31, 2018. The charts assume that $100 was invested at the beginning of each period in each of our common stock, the S&P 500 and the S&P 400 for the five-year calendar year period commencing January 1, 2016 and ending December 31, 2020. This graph assumes ~~dividends were reinvested.~~
that $100 was invested on December 31, 2015 in each of our common shares, the S&P 500 and the S&P 400. A peer-group index for the welding industry, in general, is not readily available because the industry is comprised of a large number of privately held competitors and competitors that are smaller parts of large publicly traded companies.

~~Pay for Performance, Objectives and Process~~
PAY FOR PERFORMANCE, OBJECTIVES AND PROCESS
In designing our executive compensation ~~programs,~~program, a core philosophy is that our executives should be rewarded when they deliver financial results that provide value to our shareholders. Therefore, we have established a program that ties executive compensation to superior financial performance.

To assess pay for performance, we evaluate the relationship between CEO pay and TSR performance considering the ISS methodology. This allows us to understand the relative degree of alignment over a three-year period between the pay opportunity delivered to the CEO and the performance achieved by shareholders relative to the ISS peer group. The ISS peer group for this analysis is comprised of 24 companies of which 11 companies overlap with our peer group. In conjunction with ISS resources, this analysis is performed by management’s compensation consultant, Willis Towers Watson, which is reviewed by the Compensation and Executive Development Committee (the “Committee”) and by its independent consultant, Korn Ferry.

In evaluating pay and performance alignment, the analysis focuses on CEO pay primarily as reflected in the Summary Compensation Table, with the exception of valuing equity-based awards. All stock-based awards (both ~~time-and~~time- and performance-vesting) are calculated by multiplying the number of underlying shares by the closing stock price on the grant date, and option awards are calculated using the ISS Black-Scholes option pricing model. This means that for us, the CEO is evaluated based on the following compensation elements for the applicable three-year period:

·•  Base pay;
·•  Annual ~~EMIP bonus;~~bonus (EMIP);
·•  The value of restricted stock units (“RSUs”) granted (based on the closing price of our common stock as of the grant date);
·•  The value at target of performance shares ~~(“PSUs”)~~ granted (based on the closing price of our common stock as of the grant date);

·
•  The value of stock options granted (based on the ISS Black-Scholes pricing model as of the grant date);
·•  Actual nonqualified deferred compensation earnings; and
·•  All other compensation for the applicable three-year period.
/ 34

As the following chart ~~below~~ demonstrates, for the 2018-2020 performance period, our ranking for TSR performance was slightly above the median of the ISS peer group for the most recent three-year period. For the same period, our ranking for CEO pay was ~~also~~ above the median. ~~Comparing~~The shaded area in the chart below highlights the area in which ISS has a low overall concern level. As shown in the chart below, our ranking for TSR performance ~~with~~and our ranking for CEO pay ~~for~~has consistently fallen within the ~~2016-2018 time frame resulted in a -1% relative degree~~shaded area and demonstrates an overall alignment over the three most recent three-year performance periods. Based on this analysis, the Committee is satisfied with the alignment of ~~alignment. A medium concern level would be triggered using~~our CEO’s pay with the ~~2019 ISS methodology with a relative degree~~performance of ~~alignment greater than -40%.~~the Company.

43
-

44
-

While we consider the ISS methodology in assessing pay for performance, we view it as one of the variables for evaluating pay for performance alignment. We have provided the ISS analysis in assessing pay for performance for investors that might be utilizing it in evaluating pay for performance.

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 35
2020 EXECUTIVE COMPENSATION ACTIONS

~~2018 Executive Compensation Actions~~
During ~~2018,~~2020, the Committee reviewed the design of our executive compensation ~~programs~~program to help ensure consistency with our pay for performance philosophy. ~~The~~Each year, the Committee ~~has taken a number of actions over the last few years to better align~~monitors our executive compensation program and how it relates to ~~value drivers in line with~~ our ~~financial~~corporate performance and shareholder interests. ~~In 2018,~~At our 2020 Annual Meeting, we received 98% approval, based on the total votes cast, for our annual advisory say-on-pay vote to approve the compensation of our NEOs. The Committee considered this result, in connection with its review of the overall design of our executive compensation program, ~~was held consistent~~particularly in light of the transition to the 2025 Strategy. The Committee believes the voting results demonstrate significant support for our executive compensation program, and the Committee chose not to make any substantial changes to the existing program for 2020 specifically in response to the 2020 say-on-pay voting results. The Committee expects, however, to continue to work with its compensation consultant to monitor changes in executive compensation trends to keep our executive compensation program aligned with best practices in our competitive market.
In addition, beginning in March 2020, the ~~policies developed~~Committee and senior leadership team closely monitored the impact of the COVID-19 pandemic on our executive compensation program, to help ensure ongoing alignment between our executive’s incentives and our stockholders’ long-term interests during a period of extraordinary market volatility. Ultimately, the Committee made no changes or adjustments to our executive compensation program in ~~prior years.~~response to the COVID-19 pandemic.
NO ADJUSTMENTS TO COMPENSATION PROGRAMS FOR THE COVID-19 PANDEMIC
During 2020 we did not make any changes or adjustments to our executive compensation program specifically in response to the COVID-19 pandemic. The Committee did not modify individual performance goals or the corporate performance goals that were established at the beginning of the fiscal year, prior to the onset of the COVID-19 pandemic, for the annual bonus (EMIP) or outstanding performance share awards.
~~Good Governance Practices~~KEY EXECUTIVE TRANSITIONS
During 2020, two NEOs, Vincent Petrella and George Blankenship, retired from the Company. Prior to their retirements, Mr. Petrella served as our Executive Vice President, Chief Financial Officer and Treasurer and Mr. Blankenship served as our Executive Vice President, President, Americas Welding. In connection with these retirements, Gabriel Bruno was appointed Executive Vice President, Chief Financial Officer and Treasurer and Steven Hedlund was appointed Executive Vice President, President, Americas and International Welding. More information is provided below regarding the compensation for Messrs. Petrella and Blankenship for 2020, including in connection with their retirements.
GOOD GOVERNANCE PRACTICES
In addition to our emphasis on above-market financial performance and pay for performance, we design our executive compensation ~~programs~~program to be current with best practices and good corporate governance. We also consider the risks associated with any particular program, design or compensation decision. We believe these assessments result in sustained, long-term shareholder value. Some of those governance practices are described in the Compensation-Related Risk ~~portion~~section in this Proxy Statement.

The following table highlights certain of ~~the Corporate Governance section above. Other such~~our good governance practices ~~include:~~relative to our executive compensation program:

What We Do What We Don’t Do
Pay for Performance Focus
(Compensation programs weighted heavily toward variable, “at risk,” compensation; perform annual reviews of market competitiveness and the relationship of compensation to financial ~~performance~~)performance)
ü
✔
No Guaranteed Pay
(No multi-year guarantees for compensation increases,
including base pay, and no guaranteed bonuses)
✘
Balanced Compensation
(Compensation opportunities linked to both short-term and long-term periods of time, while aligning compensation with several financial performance metrics that are critical to achievement of sustained growth and shareholder value ~~creation~~)creation)
ü
✔
No Repricing or Replacement of Underwater Stock Options
without Prior Shareholder Approval
✘
Double Trigger Provisions for Change in Control ü✔ No Payment of Dividends on Unvested Equity ✘
Stock Ownership ~~Policy~~Guidelines for all Executive Officers ü✔ No Excessive Perquisites ✘
Clawback Policy
~~(Applies to all recent incentive awards for officers)~~
ü✔ No Excise Tax Gross-Ups or Tax Reimbursements ✘
Independent Compensation Committee and Consultant
ü✔ No Hedging or Pledging of Lincoln Electric Stock ✘

OUR COMPENSATION PHILOSOPHY
CORE PRINCIPLES
The primary components of our executive compensation program, summarized below, help ensure that we maintain our performance-driven culture:
/ 36
Type Component and Competitive Target Philosophy and Objective
Fixed Compensation Base Pay
·  Targeted at the 45th percentile of market (below market) to place stronger emphasis on incentive compensation
·  Provide market-competitive fixed pay reflective of an executive officer’s role, responsibilities and individual performance in order to attract and retain top talent
Incentive-Based Compensation Target
Total Cash
Compensation
with Annual
Bonus (EMIP)
·  Targeted above the competitive market, so that target total cash compensation (base pay and annual bonus which incorporates financial targets and individual performance goals) is set at 65th percentile of market
·  Drive financial performance, including adjusted earnings before interest, taxes and bonus (EBITB) and average operating working capital to net sales ratio
·  Deliver individual performance against specific business objectives, including executing on our 2025 Strategy, increasing our customer satisfaction, developing and engaging a diverse and talented workforce, driving sustainable innovation and improving operating efficiencies
Long-Term
Incentive
Compensation
·  Targeted at the 50th percentile of market (at market)
·  Divided equally among 3 programs: (1) stock options; (2) restricted stock units (RSUs); and (3) Performance Shares
·  Incentivize achievement of long-term value creation through financial performance objectives weighted more heavily toward rewards for share price appreciation and long-term profitability
45
-

46
-

~~Our Compensation Philosophy~~
~~Core Principles~~
~~Our~~In addition to the primary components of our executive compensation programs consist of four main components: (1) base pay, (2) annual bonus (EMIP), (3) long-term incentives and (4) benefits/perquisites, all of which are discussed in more detail below. Base pay is targeted at the 45th percentile of the competitive market (below market), while target total cash compensation (which includes an annual bonus that incorporates financial targets) is set at the 65th percentile of the market (above market). Long-term incentive compensation is set at the 50th percentile (at market), and is divided equally among three programs: (1) stock options, (2) restricted stock units (RSUs), and (3) a Performance Share LTIP. Although not targeted to a specific competitive level,program, we ~~believe our~~provide benefits and perquisites that we believe, taken as a whole, are at the market median.

We use base pay and benefits to deliver a level of fixed compensation since our compensation programs are heavily weighted toward variable compensation. Therefore, fixed components, such as base pay, are generally below the competitive market for each position, while incentive-based compensation, such as annual bonuses, are set above the competitive market and require above market financial performance. However, because annual bonuses (EMIP) reward short-term operating performance and are paid in cash, our long-term incentive compensation programs are weighted more heavily toward rewards for share price appreciation and long-term profitability. To further align our realizable compensation with share price appreciation or depreciation, beginning in 2016, the cash portion of the long-term incentive plan was replaced with performance shares (PSUs). Individual performance also plays a key role in determining the amount of compensation delivered to an individual in many of our programs, with our philosophy being that the best performers should receive the greatest rewards. ~~In addition,~~The following charts present the mix of 2020 target direct compensation for ~~2018,~~our CEO and all of our other NEOs, as established in the ~~charts~~beginning of 2020. As shown below, ~~demonstrate,~~ 85% of the CEO’s compensation mix was “at risk” and ~~78%~~69% of ~~the~~our other NEOs’ compensation mix was “at ~~risk.~~risk,” with the actual amounts realized based on annual and long-term performance as well as our stock price.

~~The following is a summary of our 2018 executive compensation and how each component fits within our core principles:~~
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 37

~~EXECUTIVE COMPENSATION~~
THE ROLES OF THE COMMITTEE, EXTERNAL ADVISORS AND MANAGEMENT

~~The Roles of the Committee, External Advisors and Management~~
The Committee, which consists solely of non-employee Directors, has primary responsibility for reviewing, establishing and monitoring all elements of our executive compensation ~~programs.~~program. The Committee is advised by its independent executive compensation consultant, Korn Ferry, and independent legal ~~counsel.~~counsel as it deems appropriate. Management provides recommendations and analysis to the Committee, and is supported in those efforts by its own executive compensation consultant, Willis Towers Watson.

~~Role of the Committee~~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 ~~plans~~programs¹ 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 ~~plans~~programs¹
Reviews succession planning for officer positions, including the position of the CEO
Determines the compensation for our executive officers, including salary and short-term and long-term incentive compensation opportunities¹
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 diverse talent pool
Reviews ~~new~~ employee benefit plans ~~or significant changes in such plans or changes with a disproportionate effect on our~~that relate to executive officers and/or ~~primarily benefiting~~ key employees
Retains the services of independent legal counsel from time to time to provide input on various matters

(1) The independent members of the Board takes such action with respect to the CEO.
47
-

48
-
~~(1)  The Board takes such action with respect to the CEO.~~
ROLE OF EXTERNAL ADVISORS

~~Role of External Advisors~~Korn Ferry
~~Role of External Advisors (Korn Ferry)~~
·
•  Independent executive compensation consultant for the Committee
·
•  Advises on matters including competitive compensation analysis, executive compensation trends and plan design, peer group company configuration, competitive financial performance and financial target setting
·
•  Reviews analysis and data ~~collection prepared~~collected by management (particularly the CEO, the CFO and the Chief Human Resources Officer) and Willis Towers Watson
·
•  Reports directly to the Chairperson of the Committee
·
•  Meets with the Committee in executive session without the participation of management
·
•  Discusses the CEO’s recommendations with the Committee to help ensure the compensation recommendations are in line with stated compensation philosophies and are reasonable when compared to the competitive market
·
•  The Committee is not bound by Korn Ferry’s recommendation
·
•  Considering all relevant factors (as required by compensation consultant independence standards set forth in applicable SEC rules and Nasdaq listing standards), we have assessed Korn Ferry’s independence, and are not aware of any conflict of interest that has been raised by the work performed by Korn Ferry
~~Role of External Advisors (Willis~~
Willis Towers ~~Watson)~~Watson
·
•  Provides executive compensation analysis and other services directly to management
·
•  Performs data analysis on competitive compensation, competitive financial performance and financial target setting
·
•  Provides analysis to Korn Ferry in advance to allow Korn Ferry to comment upon the findings and recommendations made by management
•  Considering all relevant factors (as required by compensation consultant independence standards set forth in applicable SEC rules and Nasdaq listing standards), we have assessed Willis Towers Watson’s independence, and are not aware of any conflict of interest that has been raised by the work performed by Willis Towers Watson
/ 38

~~Role of~~ROLE OF CEO ~~and Management~~AND MANAGEMENT
·
•  Provides compensation-related recommendations to the Committee
·
•  The CEO recommends the compensation for other executive management positions and provides the Committee with assessments of their individual performance (both of which are subject to Committee review)
·
•  Performs individual performance assessments based on achievement of various financial and leadership objectives set by the CEO
·
•  Receives suggestions from the Committee for modifications to financial and leadership objectives where warranted
~~Our Methodologies~~
OUR METHODOLOGIES

~~Selection of Compensation Elements~~SELECTION OF COMPENSATION ELEMENTS
As part of its annual review, the Committee evaluates whether changes in the philosophy or structure are warranted in light of emerging trends, business needs and/or financial performance. The Committee then uses competitive market data, performance assessments, and independent executive compensation consultants and management recommendations to set the pay components along the targets described above (for example, 45th percentile for base pay). Actual pay for executive management will generally fall within a range of these targets (plus or minus 20%). Absent significant increases due to promotion, increases for break-through individual performance or significant changes in the competitive market data, pay increases are generally in line with national trends.

~~Market Comparison Data~~MARKET COMPARISON DATA
We collect competitive market compensation data from multiple nationally published surveys, from proxy data for a peer group of companies and from proxy data for companies in the S&P 400. Nationally published survey market compensation data is statistically determined (through regression analysis) to approximate our revenue size and aged to approximate more current data. We did not select the companies that comprise any of these survey groups, and the component companies’ identities were not a material factor in this analysis. The Company worked with Willis Towers Watson during 2020 with respect to the benchmarking methodology used, and based on the analysis, we will generally blend 50% survey and 50% peer data for benchmarking executive compensation for our NEOs commencing in 2021.

~~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 for 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 an acceptable level) and companies with sales that are within 2.5 times that of Lincoln Electric, with the exception of Illinois Tool Works (ITW), as ITW is a global competitor with its largest presence in the U.S. The Committee conducts an annual review of our peer ~~group. As compared~~group, with the assistance of Korn Ferry as an independent advisor. In 2020, the Committee determined that no changes to ~~our 2017~~the peer group were necessary, but it acknowledged that additional consideration may be needed in 2021 to monitor changing business models of certain peers and due to the ~~Company modified its peer group by eliminating Rockwell Automation as its revenues were almost at~~effect of the ~~maximum of our guidelines and adding Snap-On, Inc., which is in~~pandemic across the ~~ISS~~current peer group.

For ~~2018,~~2020, our peer group consisted of the following 18 publicly traded industrial corporations:

Ametek Inc. Flowserve Corporation Kennametal Inc. SPX Corporation
Carlisle Companies Incorporated Graco Inc. Nordson Corporation The Timken Company
Colfax Corporation IDEX Corporation Regal Beloit Corporation The Toro Company
Crane Co. Illinois Tool Works Inc. Roper Technologies, Inc.
Donaldson Company, Inc. ITT Inc. Snap-On, Incorporated
EXECUTIVE COMPENSATION STRUCTURE
In evaluating our executive compensation structure, the Committee considers three primary elements: (1) business needs, (2) individual performance and (3) pay for performance review.

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~Business Needs / Individual Performance 39Organizational Tasks
·  Independent compensation consultant (Korn Ferry) provides information about emerging trends in executive compensation, along with Committee members’ own reading and study ·  Individual performance is a significant factor in determining annual changes (up or down) to pay components ·  The Committee conducts an annual assessment of our financial performance and pay for performance, in determining whether changes will be made to the existing philosophy or structure and before setting compensation levels for the upcoming year
·  Trends considered in light of our compensation philosophies and various business needs ·  Annual bonus (EMIP) includes an individual performance component in determining the percentage of target bonus to be paid (described below and noted in the 2020 EMIP Matrix) ·  The annual assessments are used to evaluate whether executive compensation is properly aligned with our financial performance
·  Business needs that are evaluated can include: talent attraction or retention strategies, growth expectations, strategic programs, cost-containment initiatives, management development needs and our company culture ·  Individual performance is measured against how well an executive demonstrates proficiency in key leadership competencies, as well as the executive’s achievement against objectives established for him or her at the beginning of the year
·  No single factor guides whether changes will be made, as the Committee uses a holistic approach, considering a variety of factors ·  For the past three years, individual performance ratings for the annual bonus for officers have ranged from 107% to 130%
49
-

~~EXECUTIVE COMPENSATION~~
50
-

~~Executive Compensation Structure~~The following chart highlights the process and timing of compensation determinations and payouts:
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
·  Committee meets regularly throughout the year, with management and in executive session
·  Committee determines the principal components of compensation for the NEOs
·  CEO sets individual performance goals for each of the other NEOs, which are reviewed by the Committee
·  Ongoing review of Company performance against performance goals
·  Management engages compensation consultant (Willis Towers Watson) to provide a competitive market assessment of pay levels for the executive officers, including the NEOs
·  Individual performance goals of CEO and the other NEOs are designed to drive our corporate goals and our 2025 Strategy
·  Base pay, annual bonus targets and long-term incentive awards are set at a regularly scheduled Committee meeting
·  Payout amounts for the annual bonus (EMIP) and Performance Shares are determined at the first available Committee meeting (normally in February) or a subsequent special meeting (normally in March), once financial results are available
~~Business Needs.~~ELEMENTS OF EXECUTIVE COMPENSATIONThe Committee’s independent compensation consultant (Korn Ferry) assists in presenting information about emerging trends in executive compensation, along with Committee members’ own reading and study. These trends are considered in light of our compensation philosophies and various business needs. Business needs that are evaluated can include: talent attraction or retention strategies, growth expectations, strategic programs, cost-containment initiatives, management development needs and our company culture. No single factor guides whether changes will be made. Instead, the Committee uses a holistic approach, considering a variety of factors.

~~Individual Performance.~~Individual performance is a significant factor in determining annual changes (up or down) to pay components. In addition, the annual bonus includes an individual performance component in determining the percentage of target to be paid (described below and as noted in the annual bonus (EMIP) matrix). Individual performance is measured against how well an executive demonstrates proficiency in key leadership competencies as well as the executive’s achievement against objectives established for him or her at the beginning of the year. For the past three years, individual performance ratings for the annual bonus for officers have ranged from 110 to 130.
~~Pay for Performance Review.~~In determining whether changes will be made to the existing philosophy or structure and before setting compensation levels for the upcoming year, the Committee conducts its annual assessment of our financial performance and pay for performance (both of which are described above). These reviews are used to evaluate whether executive compensation is properly aligned with our financial performance.
~~Timing of Compensation Determination and Payouts~~
Base pay, annual bonus targets and long-term incentive awards are set at a regularly scheduled Committee meeting held in the first quarter of the year. Payout amounts for the annual EMIP (bonus), the Cash LTIP and Performance Share LTIP are determined after year-end, at the first available Committee meeting of the following year (normally in February) or a subsequent special meeting (normally in March), once final financial results are available. As mentioned above, beginning with the 2016 to 2018 performance cycle, the Performance Share LTIP replaced the Cash LTIP. Compensation associated with the Cash LTIP is disclosed in the Summary Compensation Table when realized (at the end of the cycle) and compensation associated with the Performance Share LTIP is disclosed when granted (at the beginning of the cycle). Therefore, with respect to 2016 and 2017, compensation associated with the Cash LTIP and the Performance Share LTIP are both disclosed in the 2018 Summary Compensation Table.
~~Elements of Executive Compensation~~
Each compensation component for our NEOs is described below, with specific actions that were taken during ~~2018~~2020 noted. For ~~2018~~2020 compensation amounts, please refer to the Summary Compensation Table and other accompanying tables below.

~~Base Pay~~BASE PAY
Base salary is provided to our executives to compensate them for their time and proficiency in their positions, as well as the value of their job relative to other positions at Lincoln Electric. Base salaries are set based on a subjective evaluation of the executive’s experience, expertise, level of responsibility, leadership qualities, individual accomplishments and other factors. That being said, we aim to set base salaries at approximately the 45th percentile of the market (slightly below market) in keeping with our philosophy that greater emphasis should be placed on variable compensation.

/ 40
2020 AND 2021 BASE PAY

~~2018 and 2019 Base Pay~~
~~During 2018,~~Ahead of 2020, the Committee reviewed officer pay, including all NEOs, as compared to the market. ~~The~~Based on this review, and in light of our overall cost-containment initiatives, management did not recommend, and the Committee ~~approved certain~~did not approve, increases ~~in NEO~~at the start of the year for any NEO’s 2020 base ~~salaries~~salary, other than for Ms. Kuhrt as detailed ~~below, bringing the base pay within the competitive framework.~~below.

NEO Increase % 2018 Base Salary
C. L. Mapes 3% $965,000
V. K. Petrella 3% $500,000
G. D. Blankenship 0% $500,000
S. B. Hedlund 5% $395,000
J. I. Ansberry 21% $394,000
NEO Increase % 2020 Base Salary¹
Christopher L. Mapes — $1,000,000
Gabriel Bruno — $   346,750
Steven B. Hedlund — $   425,000
Jennifer I. Ansberry — $   411,730
Michele R. Kuhrt    2.4% $   343,000
Vincent K. Petrella — $   553,350
George D. Blankenship — $   515,000
(1) Base salaries effective as of January 1, 2020.

The ~~2018~~2020 base salary increase effective January 1, 2020 for Ms. ~~Ansberry is reflective of her recent promotion and bringing~~Kuhrt was to bring her base pay within the competitive framework. Later in 2020, in connection with Mr. Bruno’s appointment as Executive Vice President, Chief Financial Officer and Treasurer in April 2020, the Committee approved a 15.4% increase to Mr. Bruno’s base salary, effective as of September 1, 2020, establishing his new base salary at $400,000, to bring his base pay within the competitive framework. In connection with Mr. Hedlund’s appointment as Executive Vice President, President, Americas and International Welding, the Committee approved a 3.5% increase to Mr. Hedlund’s base salary, effective November 1, 2020, establishing his new base salary at $440,000.
Due to Mr. Bruno’s recent promotion, Mr. Bruno received a 2021 base salary increase of 11.3%. In addition, the Committee recognized that Ms. Kuhrt has continued responsibilities as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. In light of such additional duties, the Committee approved a temporary supplemental base salary increase of $55,000. For ~~2019,~~2021, excluding Mr. Bruno’s increase and Ms. Kuhrt’s supplemental increase, the average base salary increase for the continuing NEOs was ~~5.9%~~2.6%. The base pay falls within the competitive benchmark and the continuing NEOs remain, on average, slightly below the 45th percentile on base compensation.

~~Annual Bonus~~ANNUAL BONUS (EMIP) ~~and Total Cash Compensation~~AND TOTAL CASH COMPENSATION
The Executive Management Incentive Plan (EMIP) provides executive officers, including the NEOs, with an opportunity to receive an annual cash bonus. We believe that, given base pay is below market, annual cash bonus opportunities should be above average to balance some of the risk associated with greater variable compensation. However, we also believe that above-market pay should only be available for superior individual and financial performance. Therefore, we target total cash compensation (base pay and target annual bonus) at the 65th percentile of the market, but use a structure that provides payments of above-average bonuses only where the individual’s performance, ~~that~~the performance of the consolidated company, and ~~that~~the performance of his or her particular segment or business unit, warrant it.

ANNUAL BONUS (EMIP) MATRIX
The percentage of target annual bonus actually paid is based upon a matrix that takes into account financial performance and an executive’s individual performance, interpolating the results to calculate the actual percentage paid. If either of these factors is not met, the percentage of target annual bonus paid is reduced, with the potential that no bonus will be paid. If either of these factors exceeds expectations, the percentage of annual bonus paid can be above the target amount. To the extent that financial performance or an individual’s performance rating exceeds the maximum amounts set forth below, the payout percentage is capped.
The ~~2018~~2020 EMIP matrix ~~used~~ is consistent with prior years.

2018 EMIP Matrix
Financial Performance
Individual
Performance
Rating 50% 60% 70% 80% 90% 100% 110% 120%
Percentage Payout

130 0 50% 80% 100% 130% 150% 160% 180%
120 0 40% 70% 90% 120% 135% 150% 160%
110 0 30% 60% 80% 110% 120% 140% 150%
100 0 20% 50% 60% 90% 100% 135% 145%
95 0 0 20% 50% 80% 90% 115% 125%
90 0 0 0 20% 50% 80% 100% 110%
85 0 0 0 0 20% 50% 60% 70%
80 0 0 0 0 0 20% 30% 50%
75 0 0 0 0 0 0 0 0
2020 EMIP Matrix
Financial Performance
Individual
Performance
Rating 50% 60% 70% 80% 90% 100% 110% 120%
Percentage Payout
130 0 50% 80% 100% 130% 150% 160% 180%
120 0 40% 70% 90% 120% 135% 150% 160%
110 0 30% 60% 80% 110% 120% 140% 150%
100 0 20% 50% 60% 90% 100% 135% 145%
95 0 0 20% 50% 80% 90% 115% 125%
90 0 0 0 20% 50% 80% 100% 110%
85 0 0 0 0 20% 50% 60% 70%
80 0 0 0 0 0 20% 30% 50%
75 0 0 0 0 0 0 0 0
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~
/ 4151
-

~~EXECUTIVE COMPENSATION~~
52
-

The Committee has discretion to approve EMIP payments outside of the strict application of this matrix. ~~There were no such adjustments made for~~For the ~~2018~~2020 EMIP payments, ~~for any NEO.~~the Committee made an adjustment to Ms. Kuhrt’s payout in recognition of her continued responsibilities she managed during 2020 as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. EMIP payout determinations for the ~~2018~~2020 performance period were made in the first quarter of ~~2019.~~2021.

~~Annual Bonus~~ANNUAL BONUS (EMIP) INDIVIDUAL PERFORMANCE GOALS
Individual performance goals are set annually. A significant portion of our executive officers’ individual performance goals is tied to one or more aspects of our long-term strategy.
The following table highlights certain of the 2020 performance goals for our CEO. These performance objectives are cascaded throughout the organization and many are also in the individual performance goals for our other NEOs
Individual Performance Goals CEO
Execution of the Higher Standard 2025 Strategy ✔
Human capital management, employee engagement, development and training, and diversity and inclusion initiatives ✔
Enterprise risk management and compliance matters, including IT systems and cyber security ✔
Global environmental, health and safety metrics ✔
Operating and capital budget and financial performance ✔
Lincoln Business System enhancement ✔
The ability to achieve many of the individual performance goals established for our NEOs was impacted by the challenges associated with managing and responding to the changing business priorities as well as the extraordinary circumstances caused by the COVID-19 global pandemic. Operating globally as an essential business, our NEOs remained focused on our 2025 Strategy, the well-being of our employees and providing support to the communities in which we operate. Notwithstanding the challenging environment, none of the individual performance goals were modified specifically in response to the COVID-19 pandemic.
In assessing the individual performance of our NEOs, the Committee reviews the performance rating recommended by the CEO with respect to each of the other NEOs and recommends revisions, as needed, prior to the Committee approval of such rating. The CEO’s rating is determined based on a review of performance against underlying goals with the final rating being approved by the independent Directors of the Board.
(ANNUAL BONUS (EMIP) FINANCIAL METRICS~~EMIP~~)~~Financial Metrics~~
A portion of the EMIP financial component is based upon achievement of company consolidated financial performance against budget and another portion may be attributable to segment financial performance against budget, depending upon the individual’s span of responsibility. By varying the financial metrics used based upon areas of responsibility, it is possible that certain participants will receive a higher percentage of target bonus while others will receive a lower percentage of target where the segment performance for one participant is better than the segment performance for the other. This is a key component of our pay for performance and incentive-based philosophies. For ~~2018,~~2020, consolidated results and ~~most~~ segment results (with the exception of the Harris Products Group) were ~~nearly at or above budgets.~~
~~2018 EMIP payouts for all officers ranged between 29% to 54% above target, with an average payout of 44% above the targeted amounts.~~below budget.

The following is a summary of the financial components used for ~~2018~~2020 for the NEOs:

~~2018~~2020 Annual Bonus (EMIP)—Financial Metrics Used
NEOs Consolidated Results Segment Results
Christopher L. Mapes—Chairman, President & CEO 100% —
~~Vincent K. Petrella—~~Gabriel Bruno—EVP, CFO & Treasurer 100% —
~~George D. Blankenship—~~Steven B. Hedlund—EVP, President, Americas ~~Welding~~ ~~50%~~ ~~50% Americas Welding~~
~~Steven B. Hedlund–EVP, President,~~and International Welding   50% 50% International Welding
Jennifer I. ~~Ansberry–~~Ansberry—EVP, General Counsel & Secretary 100% —
Michele R. Kuhrt—EVP, Chief Human Resources Officer 100% —
Vincent K. Petrella—Former EVP, CFO & Treasurer 100% —
George D. Blankenship—Former EVP, President, Americas Welding   50% 50% Americas Welding

EBITB.One of the EMIP financial metrics is the achievement of earnings before interest, taxes and the bonus referred to above (EBITB) as compared to budget. Since 2011, this metric accounts for 75% of the EMIP financial component. EBITB to budget has been used as the financial metric for the annual bonus since ~~its inception in~~ 1997 because it is an important indicator of profitability. Budgets are set aggressively (based on the local and global economic climate), at the beginning of the year, are reviewed by the Finance Committee of the Board and are approved by the full Board. The following is a summary of historical consolidated results:

Historical EBITB to Budget (Consolidated Results ~~since 1997)~~2016-2020)
Consolidated Results
Average ~~101%~~  97%
Highest Level ~~141%~~¹110%
Lowest Level   ~~67%~~
~~(1)  Capped in 2004 at 120%.~~
86%

/ 42
When performance goals are set, we believe that there is an equal probability of achieving EBITB to budget in any year, although the cyclical nature of our business may increase the probability in some years and decrease it in others. For ~~2018,~~2020, our EBITB performance goals were set prior to the onset of the COVID-19 pandemic, without having a clear understanding of the impact of COVID-19. The ability to achieve our EBITB performance goals was impacted by the challenges associated with the COVID-19 pandemic. Notwithstanding the challenging environment faced during 2020, none of the EBITB performance goals were modified specifically in response to the COVID-19 pandemic.
For 2020, the consolidated EBITB budget was set at ~~$516.5~~$478 million and actual performance for ~~2018,~~2020, as adjusted, measured at budgeted exchange rates, was ~~$548.9~~$428.4 million, or an achievement of ~~106.3%~~89.6% of budget. The Americas Welding Segment EBITB ~~budget was set at $423.1 million and~~ actual performance for ~~2018,~~2020, as adjusted, measured at budgeted exchange rates, was ~~$441.5~~$312.4 million, or an achievement of ~~104.3%~~74.5% of budget. The International Welding Segment EBITB ~~budget was set at $92.5 million and~~ actual performance for ~~2018,~~2020, as adjusted, measured at budgeted exchange rates, was ~~$96.2~~$78.2 million, or an achievement of ~~104.0%~~79.1% of budget. The EBITB performance results were adjusted for the same types of special items that impact Adjusted Operating Income and Adjusted Net Income as disclosed in Appendix A.

AOWC/Sales for Compensation Purposes.Since 2007, a second EMIP financial metric, namely the achievement of budget for average operating working capital as compared to sales (AOWC/Sales for Compensation Purposes), has been used as a reflection of our commitment to improving cash flow. Since 2011, AOWC/Sales for Compensation Purposes has accounted for 25% of the EMIP financial component. The following is a summary of historical consolidated results:

Historical AOWC/Sales to Budget (Consolidated Results ~~since 2007)~~2016-2020)
Consolidated Results
Average ~~102%~~98%
Highest Level ~~111%~~105%
Lowest Level   ~~88%~~92%

Like EBITB, we believe that there is an equal probability of achieving AOWC/Sales for Compensation Purposes to budget in any given year, although the cyclical nature of our business may increase the probability in some years and decrease it in others. For ~~2018,~~2020, our AOWC/Sales for Compensation Purposes performance goals were set prior to the onset of the COVID-19 pandemic, without having a clear understanding of the impact of COVID-19. The ability to achieve our AOWC/Sales for Compensation Purposes performance goals was impacted by the challenges associated with the COVID-19 pandemic. Notwithstanding the challenging environment faced during 2020, none of the AOWC/Sales for Compensation Purposes performance goals were modified specifically in response to the COVID-19 pandemic.
For 2020, the consolidated AOWC/Sales for Compensation Purposes budget was set at 22.9% and actual performance for ~~2018, excluding businesses acquired during the year,~~2020 was ~~21.7%~~24.8%, or an achievement of ~~105.1%~~91.6% of budget. The Americas Welding Segment AOWC/Sales for Compensation Purposes ~~budget was set at 16.3% and~~ actual performance for ~~2018, excluding businesses acquired during the year,~~2020 was ~~17.3%~~19.9%, or an achievement of ~~93.9%~~86.1% of budget. The International Welding Segment AOWC/Sales for Compensation Purposes ~~budget was set at 31.1% and~~ actual performance for ~~2018, excluding businesses acquired during the year,~~2020 was ~~29.2%~~33.2%, or an achievement of ~~106.0%~~88.9% of budget.
53
-

54
-

~~2018 Annual Bonus~~2020 ANNUAL BONUS (EMIP) ~~and Total Cash Compensation~~AND TOTAL CASH COMPENSATION
The ~~2018~~2020 EMIP annual bonus targets for the NEOs were established according to the principles discussed above. In light of Lincoln Electric’s overall cost-containment initiatives, management did not recommend, and the Committee did not approve, increases for any NEO’s 2020 EMIP annual bonus target effective as of January 1, 2020. The ~~2018~~2020 EMIP targets for the NEOs placed their total targeted cash compensation (base pay and target annual bonus), on average, slightly below the 65th percentile of market.

In approving the ~~2018~~2020 EMIP payouts, the Committee assessed our EBITB performance and AOWC/Sales for Compensation Purposes performance against budget for consolidated and segments, as applicable. In addition, the Committee has discretion to approve EMIP payments outside of the strict application of this matrix. The Committee increased Ms. Kuhrt’s payout by $100,000 in recognition of the continued responsibilities managed during 2020 as the acting Chief Information Officer, in addition to duties as the Chief Human Resources Officer. On average, ~~2018~~2020 EMIP payments for the continuing NEOs were ~~11% higher than the 2017 payments and 49%~~32% above their ~~2018~~2020 target amounts, as shown ~~below.~~in the following table.

NEO Target Award
Opportunity Target Award
Opportunity as a
% of Base Salary Maximum Award
Opportunity Based
on Matrix Actual Award Actual Award as a
% of Target
C. L. Mapes $1,350,000 140% $2,430,000 $2,057,400 152%
V. K. Petrella $   475,000 95% $   855,000 $   729,600 154%
G. D. Blankenship $   450,000 90% $   810,000 $   677,835 151%
S. B. Hedlund $   360,000 91% $   648,000 $   518,796 144%
J. I. Ansberry $   306,000 78% $   550,800 $   444,312 145%

NEO
Target Award
Opportunity
Target Award
Opportunity as a
% of 2020 Base
Salary¹
Maximum Award
Opportunity Based
on Matrix
Actual Award
Actual Award as a
% of Target
Christopher L. Mapes $1,450,000 145% $2,610,000 $1,868,760   129%
Gabriel Bruno $   330,623²   91% $   595,121 $   419,362   127%
Steven B. Hedlund $   377,500²   88% $   679,500 $   428,765   114%
Jennifer I. Ansberry $   319,770     78% $   575,586 $   399,073   125%
Michele R. Kuhrt $   255,000     74% $   459,000 $   420,841³ 165%
Vincent K. Petrella $   407,087⁴   92% $   732,757 $   508,045   125%
George D. Blankenship $   191,038⁴   75% $   343,868 $   206,455   108%

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~(1) / 43 With respect to Messrs. Bruno, Hedlund, Petrella and Blankenship, the target award opportunities percentages reflect prorated target award opportunities as compared to 2020 prorated base salaries as reflected in the Summary Compensation Table.
(2) From January 1 through April 22, 2020, Mr. Bruno’s 2020 EMIP annual bonus target was $264,000. Upon his appointment as Executive Vice President, Chief Financial Officer and Treasurer, the Committee adjusted Mr. Bruno’s 2020 EMIP annual bonus target to $360,000. From January 1 through November 1, 2020, Mr. Hedlund’s 2020 EMIP annual bonus target was $375,000. Upon his appointment as Executive Vice President, President, Americas and International Welding, the Committee adjusted Mr. Hedlund’s 2020 EMIP annual bonus target to $390,000.
(3) The Committee made an adjustment to Ms. Kuhrt’s payout in recognition of the continued responsibilities managed during 2020 as the acting Chief Information Officer, in addition to duties as the Chief Human Resources Officer.
~~EXECUTIVE COMPENSATION~~
(4) Mr. Petrella’s original target 2020 EMIP award opportunity was 93% of his 2020 annual base salary. Due to Mr. Petrella’s retirement from the Company in October 2020, his original target 2020 EMIP award opportunity and maximum 2020 EMIP award opportunity were prorated based on the portion of 2020 during which he was actually employed, pursuant to the terms of our annual bonus (EMIP) plan. Mr. Blankenship’s original target 2020 EMIP award opportunity was 89% of his 2020 annual base salary. Due to Mr. Blankenship’s retirement from the Company in May 2020, his original target 2020 EMIP award opportunity and maximum 2020 EMIP award opportunity were prorated based on the portion of 2020 during which he was actually employed, as approved by the Board in connection with his retirement. This table reflects actual achievement regarding those prorated 2020 EMIP award opportunities.
On average, 2020 EMIP payments for the continuing NEOs were 19% higher than the 2019 EMIP payments, largely due to the increase in the target award opportunity for Mr. Bruno in connection with his promotion and the adjustment made to Ms. Kuhrt’s payout in recognition of her continued responsibilities she managed during 2020 as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. Excluding Mr. Bruno and Ms. Kuhrt, 2020 EMIP payments for the continuing NEOs were 7% higher than the 2019 EMIP payments.

~~2019 Annual Bonus~~2021 ANNUAL BONUS (EMIP) ~~and Total Cash Compensation~~AND TOTAL CASH COMPENSATION
The ~~2019~~2021 EMIP targets for the continuing NEOs, approved in the first quarter of ~~2019,~~2021, were established by the Committee in consultation with Korn Ferry, based on our compensation philosophies as well as competitive market data as discussed above. Due to Mr. Bruno’s recent promotion, to bring his EMIP target within the competitive framework, Mr. Bruno received a 2021 target bonus increase of 15.3%. The ~~2019~~Committee recognized that Ms. Kuhrt has continued responsibilities as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. In light of such additional

duties, the Committee approved a temporary supplemental target bonus increase of $45,000 for 2021. Overall, excluding Mr. Bruno’s increase and Ms. Kuhrt’s supplemental increase, the 2021 bonus targets reflect an increase from the ~~2018~~2020 target amounts of, on average ~~5.4%~~5.1%, for the NEOs. ~~Even with~~The bonus targets still fall within the ~~increases,~~competitive benchmark and the continuing NEOs ~~were still,~~remain, on average, slightly below the 65th percentile on targeted total cash compensation.

~~Long-Term Incentives~~LONG-TERM INCENTIVE COMPENSATION
We believe that long-term incentive ~~opportunities~~compensation should be provided to focus rewards on factors that deliver long-term sustainability and should be established at the median (or 50th percentile) of the market. We have targeted the median of the market, in keeping with our pay for performance philosophy, because we believe that superior long-term financial growth itself should be the main driver of above-market long-term incentive compensation. We also believe that different financial metrics help drive long-term performance. Therefore, we have established a structure for long-term incentives that combines several different long-term metrics, with the greatest emphasis placed on share appreciation and ~~non-cash~~equity awards.

For ~~2018,~~2020, our long-term incentive compensation program ~~is made up~~consist of three components: (1) stock options, (2) RSUs and (3) a Performance ~~Share LTIP.~~Shares (LTIP). The value of each is weighted equally. This provides an even balance with respect to the different attributes and timing associated with each type of award. Annual awards of all three components are made to EMIP participants, including the NEOs. ~~Starting with~~
The following is a summary of the ~~2016~~three components of our long-term incentive compensation program ~~the Cash LTIP was replaced with a Performance Share LTIP.~~as in effect for 2020:

Long-term incentive awards are set at regularly-scheduled Committee meetings held in the first quarter of the year. Payout amounts for the Performance Share LTIP are determined after year-end at the first available Committee meeting of the following year (normally in February) or a subsequent special meeting (normally in March), once final financial results are available. Compensation associated with the Cash LTIP is disclosed in the Summary Compensation Table when realized (at the end of the cycle) and compensation associated with the Performance Share LTIP is disclosed when granted (at the beginning of the cycle). With respect to 2016 and 2017, compensation associated with the Cash LTIP and the Performance Share LTIP are both disclosed in the 2018 Summary Compensation Table and discussed in more detail below. The last year that the Cash LTIP paid out was 2017.
~~Stock Options~~
All EMIP participants (including the NEOs) and other senior leaders receive an annual stock option award. A total of 24 employees received stock options during our annual grant in February 2018. Stock options vest ratably over a three-year period.
~~Restricted Stock Units~~
All EMIP participants (including the NEOs) receive an annual RSU award. Recognizing that equity awards are a valuable compensation tool, we also extend RSUs to senior leaders, managers and significant contributors, regardless of their position within Lincoln Electric. A total of 350 employees (including our NEOs) received RSUs during the annual grant in February 2018. Beginning with grants awarded after October 2015, RSUs vest in full after three years of continuous service.
~~Long-Term Incentive Plan (LTIP)~~
A cash long-term incentive plan, or Cash LTIP, has been in place for officers (EMIP participants) since 1997. As previously discussed, during 2015, the Committee modified the executive compensation program to replace the cash incentive with performance shares, or the Performance Share LTIP. The terms of the awards mirror the performance objectives tied to the Cash LTIP but payouts will be in shares of Lincoln Electric common stock.
/ Standard Vesting Provision 44Accelerated Vesting Provisions Total Employees Receiving
Grant in 2020
Stock Options

·  Vest ratably over 3 years
·Full vesting upon death or disability
·  Pro-rata vesting upon retirement
·  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, full vesting
24 employees, including NEOs, all EMIP participants and other senior leaders
Restricted Stock Units (RSUs)

·  Vest in full after 3 years
·  Full vesting upon death or disability
·  Pro-rata vesting upon retirement
·  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, full vesting
608 employees, including NEOs, all EMIP participants, other senior leaders, managers and significant contributors, regardless of their position within Lincoln Electric
Performance Shares

·  Vest based on performance during the applicable 3-year performance period
·  Full vesting at target upon death or disability
·  Pro-rata vesting upon retirement, based on actual performance for the applicable 3-year performance period
·  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, the award will vest at target
15 employees, including NEOs and all EMIP participants
Following a review of market data, including our peer group, the Committee approved certain changes to the terms of our Performance Shares. Commencing with grants made in February 2020, in the event of a change in control, the Performance Shares will vest at target if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination. This change was made to align with our peers and to streamline the administration of such awards in the event of a change in control.
55
-

66
-

During 2020, certain long-tenured employees, including Mr. Blankenship, retired from the Company and did not meet the retirement eligibility criteria in the existing equity award agreements. In connection with Mr. Blankenship’s retirement, based on the recommendation of the Committee, the Board approved treating Mr. Blankenship as retirement eligible, in recognition of his over 32 years of service with the Company.
Following these retirements, the Committee reviewed our retirement vesting provisions under our equity awards generally. Following this review of market data, including our peer group, the Committee approved certain changes to the retirement vesting provisions. Commencing with grants made in February 2021, the definition of retirement under our equity awards will be defined to include retirement at the age of 60 and 5 years of service, or at the age of 55 and 15 years of service. In addition, stock options and RSUs will vest in full upon retirement, and Performance Shares will vest in full, based on actual performance for the applicable 3-year performance period. These changes were made to align with our peers and to streamline the administration of such awards upon retirement. It should be noted, however, that neither Mr. Petrella nor Mr. Blankenship benefited from these revisions that became effective with grants made in February 2021.
Due to their retirement from the Company during 2020, Mr. Petrella’s unvested equity awards accelerated on a prorated basis pursuant to their original terms, and Mr. Blankenship’s unvested equity awards were accelerated on a prorated basis, based on Board action. The accelerated Performance ~~Share LTIP~~Shares remain subject to actual performance during the original performance period. For more information about these awards, see the 2020 Grants of Plan-Based Awards table and the Outstanding Equity Awards at 2020 Fiscal Year-End table below.
LONG-TERM INCENTIVE PLAN (LTIP) - PERFORMANCE SHARES
Our long-term incentive compensation program includes a long-term incentive plan (LTIP), in the form of grants of Performance Shares, which is designed to offer ~~reward~~award opportunities aligned with the long-term performance of Lincoln Electric. Target share amounts for the plan 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, as mentioned above.~~date. Because awards are made each year and because each award relates to a three-year performance cycle, three different cycles will be running at any point in time. The percentage of the target shares actually paid at the end of the applicable three-year cycle will be based upon achievement of three-year company performance as interpolated against pre-established performance thresholds. Each plan has ~~six to seven~~ performance thresholds with percentage payouts attributable to those thresholds ranging from 0% to 200% of target. The Committee retains discretion to modify payments to any participant, to modify targets and/or to modify the performance thresholds (up or down). ~~A total of 15 employees (including our NEOs) received performance shares during the annual grant in February 2018.~~

~~Performance Measures.~~PERFORMANCE SHARES FINANCIAL METRICS
Since its inception, the LTIP has used a performance measure of growth in Adjusted Net Income for Compensation Purposes over the three-year cycle. Beginning in 2009, the Committee added a second metric of ROIC for Compensation Purposes and gave these two financial metrics a 50/50 weighting. The awards granted for the 2020 to 2022 performance cycle utilize these same metrics and same weighting, including as described below, just with different goals for the new three-year period.
The Adjusted Net Income for Compensation Purposes metric is an absolute metric. For the ~~2016~~2018 to ~~2018~~2020 performance cycle, the growth in Adjusted Net Income for Compensation Purposes over the three-year cycle is based on growth above ~~$255,644,000~~$248,408,000 (which was the Adjusted Net Income for Compensation Purposes for ~~2015~~2017 when the ~~2016~~2018 to ~~2018~~2020 performance cycle was set). As the ~~2016~~2018 to ~~2018~~2020 Performance Share LTIP table ~~below~~ demonstrates, to pay 100% of target, Adjusted Net Income for Compensation Purposes over the three-year cycle must be at or above 140% of ~~$255,644,000~~$248,408,000 (or ~~$357,902,000)~~
$347,771,000).

From time to time, the Committee has considered and approved certain limited adjustments to reported net income (both positive and negative) in determining Adjusted Net Income for Compensation Purposes to evaluate 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.~~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).

The ROIC for Compensation Purposes metric for the ~~2016~~2018 to ~~2018~~2020 performance cycle is a relative value that is derived based on our performance as compared to our proxy peer group (as opposed to an absolute value). ~~In this 2016 to 2018 performance cycle, certain adjustments have been approved by~~
Both the ~~Committee in comparably measuring performance. For the 2014-2016 performance cycle,~~Adjusted Net Income for Compensation Purposes metric and the ROIC for Compensation Purposes ~~calculation~~metric were set in 2018, prior to the onset of the COVID-19 pandemic. The ability to achieve these goals was ~~adjusted in 2016 to exclude~~impacted by the ~~incremental balance in cash and marketable securities as of December 31, 2016 compared with the December 31, 2013 balance, as well as interest expense,~~challenges associated with the ~~long-term notes drawn as a result of~~COVID-19 pandemic. Notwithstanding the ~~execution of our capital allocation strategy.~~challenging environment, these goals were not modified in response to the COVID-19 pandemic.

~~Performance Thresholds.~~PERFORMANCE THRESHOLDS
In setting the performance thresholds for a new three-year period (including the 2020 to 2022 performance cycle), the Committee considers various factors, including historical performance against established thresholds, to try to achieve a 50% probability of the target thresholds for any cycle. For the ~~2016~~2018 to ~~2018~~2020 Plan, the Committee did not make any modifications to the three-year adjusted net income growth performance thresholds or the three-year average ROIC relative to peer thresholds.

~~Timing for Setting Performance Measure and Performance Thresholds.~~TIMING FOR SETTING PERFORMANCE METRIC GOALS
Performance targets are set at the beginning of the first fiscal year in the cycle. This timing allows the Committee to see our final financial results for the prior year and allows for more current macro-economic projections to be used.
Historical LTIPs. The following is a summary of the historical combined LTIP results for the last five completed LTIP cycles, including the most recently completed cycle (2018 to 2020):

Historical LTIP to Budget (Results for the last five completed LTIP cycles)
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~Results
Average 102.5%
Highest Level 130.2%
Lowest Level   85.2%
2018 to 2020 Performance Share LTIP. For the 2018 to 2020 LTIP cycle, the Adjusted Net Income for Compensation Purposes performance threshold was not met; however, the ROIC for Compensation Purposes performance target was exceeded, resulting in payouts being made at 94.1% of target. The following is a summary of the performance metric goals and results for the most recently completed LTIP cycle (2018 to 2020):
2018 to 2020 Performance Share LTIP

Payout Amount
3-Year Growth in Adjusted Net
Income for Compensation
Purposes

3-Year Average ROIC
for Compensation Purposes
Relative to LECO Peer Group
% of Target 3-Year
Cumulative
Growth Rate Absolute LECO
Net Income
(’000s) %ile Rank
in Peer
Group ROIC result
Threshold   25% 10% $273,249 40th %ile 9.2%
  50% 25% $310,510 50th %ile 10.9%
Target 100% 40% $347,771 65th %ile 12.3%
150% 60% $397,453 70th %ile 12.8%
Maximum 200% 80% $447,134 80th %ile 19.2%
Actual Payout
94.1%
      0%
@ 50%
Weighting
   0%
      188.2%
@ 50%
Weighting
94.1%
/ 4557
-

~~EXECUTIVE COMPENSATION~~
~~2016 to 2018 Performance Share LTIP.~~~~The following is a summary of the performance metric ranges of all nineteen completed LTIP plan cycles, including the most recently completed cycle (2016 to 2018):~~
~~Ranges of All Prior 3-Year LTIP Cycles~~
58
-
~~Payout Amount~~ ~~3-Year Adjusted Net Income for~~
~~Compensation Purposes Growth~~ ~~3-Year Average ROIC for Compensation Purposes~~
~~Performance~~ ~~% of Target~~ ~~LTIP Metric since 1997~~ ~~LTIP Metric since 2009~~
~~Threshold~~ ~~25%~~ ~~0% to 15%~~ ~~40th %ile to 40th %ile~~
~~50%~~ ~~3% to 25%~~ ~~50th %ile to 50th %ile~~
~~Target~~ ~~100%~~ ~~6% to 40%~~ ~~60th %ile to 65th %ile~~
~~150%~~ ~~9% to 60%~~ ~~70th %ile to 75th %ile~~
~~Maximum~~ ~~200%~~ ~~15% to 80%~~ ~~80th %ile to 90th %ile~~
~~Actual Payout Range~~ ~~0.0% to 200.0%~~ ~~87.6% to 186.8%~~
For the 2016 to 2018 cycle, because the Adjusted Net Income for Compensation Purposes performance threshold and the ROIC for Compensation Purposes performance target were exceeded, payouts were made at 115.6% of target. Payments under the plan have been made in fourteen out of the nineteen completed three-year cycles. The following is the most recently completed cycle (2016 to 2018):
~~2016 to 2018 Performance Share LTIP~~

Performance Payout Amount 3-Year Adjusted Net
Income for Compensation
Purposes Growth 3-Year Average ROIC
for Compensation Purposes
% of Target Absolute LECO Net Income (‘000s) Relative to LECO Peer Group
Threshold    25% 10% $281,208 40th %ile 8.5%
   50% 25% $319,555 50th %ile 10.4%
Target 100% 40% $357,902 65th %ile 12.7%
150% 60% $409,030 70th %ile 13.6%
Maximum 200% 80% $460,159 80th %ile 18.2%

Actual Payout 115.6% 44.4% @ 50%
Weighting 22.2% 186.8% @ 50%
Weighting 93.4%

As shown above, the current plan cycle contains two metrics, each with a 50% weighting. ~~The growth of~~ Lincoln Electric’s Adjusted Net Income for Compensation Purposes over the three-year period ~~was 21.7%~~declined 4.1%, which generated a ~~22.2%~~0% of target payout for this metric. Lincoln Electric’s three-year average return on invested capital (ROIC) for Compensation Purposes, as compared to its peer group, was at the ~~77th~~78th percentile, which generated a ~~93.4%~~188.2% of target payout for this metric. The following chart ~~below~~ shows the target and maximum number of shares of common stock that may be issued for the ~~2016~~2018 to ~~2018~~2020 Performance Share LTIP based on actual performance. Combining the payouts for both metrics, the resulting final payout for the ~~2016~~2018 to ~~2018~~2020 Performance Share LTIP was ~~115.6%~~94.1% of the target award opportunity. As previously noted, neither of these metrics were modified specifically in response to the COVID-19 pandemic.

NEO Target Award
Opportunity
(# of shares) Maximum Award
Opportunity Based
on Thresholds
(# of shares) Actual LTIP% Actual Award
(# of shares)
C. L. Mapes 19,915 39,830 115.6% 23,027
V. K. Petrella 4,900 9,800 115.6%   5,665
G. D. Blankenship 3,950 7,900 115.6%   4,567
S. B. Hedlund 1,840 3,680 115.6%   2,127
J. I. Ansberry    935 1,870 115.6%   1,081

NEO
Target Award
Opportunity
(# of shares) Maximum Award
Opportunity Based
on Thresholds
(# of shares) Actual
Performance Share
Payout % Actual Award
(# of shares)
Christopher L. Mapes 13,808 27,616 94.1% 12,993
Gabriel Bruno   1,289   2,578 94.1%   1,212
Steven B. Hedlund   1,951   3,902 94.1%   1,835
Jennifer I. Ansberry   1,878   3,756 94.1%   1,767
Michele R. Kuhrt     828   1,656 94.1%     779
Vincent K. Petrella   2,995¹   5,990 94.1%   2,818
George D. Blankenship   2,133¹   4,226 94.1%   2,007

/ 46(1) Due to Mr. Petrella’s retirement from the Company in October 2020, Mr. Petrella’s original target 2018-2020 Performance Share award opportunity of 3,222 shares (and maximum 2018-2020 Performance Share award opportunity of 6,444 shares) was prorated based on the portion of the 2018-2020 performance period during which he was actively employed, pursuant to the terms of our Performance Share agreement. Due to Mr. Blankenship’s retirement from the Company in May 2020, Mr. Blankenship’s original target 2018-2020 Performance Share award opportunity of 2,651 shares (and maximum 2018-2020 Performance Share award opportunity of 5,302 shares) was prorated based on the portion of the 2018-2020 performance period during which he was actively employed, as approved by the Board in connection with his retirement. This table reflects actual achievement regarding those prorated 2018-2020 Performance Share award opportunities.

2020 LONG-TERM INCENTIVE ARRANGEMENTS
~~2018 Long-Term Incentives~~
In evaluating ~~2018~~2020 long-term incentive compensation (at the beginning of ~~2018)~~2020), the Committee reviewed ~~2016~~2018 and ~~2017~~2019 compensation versus the competitive benchmarks. The Committee concluded that overall the long-term ~~incentives~~incentive compensation program for the NEOs ~~were~~was slightly below our 50th percentile target when compared to both survey and peer proxy data. At the February 2020 meeting, in light of our overall cost-containment initiatives, management did not recommend, and the Committee ~~adjusted 2018~~did not approve, increases for any NEO’s long-term incentives for the NEOs on average 10%, excluding Ms. Ansberry, who received a 42% increase due to her promotion, still placing her award below the 50th percentile. This average also excludes a special RSU award to Mr. Hedlund and Ms. Ansberryincentive compensation opportunities effective as of ~~$50,000 in recognition of each executive’s leadership associated~~January 1, 2020, with the ~~acquisition and initial integration~~exception of ~~Air Liquide Welding.~~Ms. Kuhrt. Ms. Kuhrt received an 18.1% increase to bring her long-term incentive compensation opportunity within the competitive framework. All of these awards are subject to our Recovery of Funds Policy, which is discussed below. For more information about the quantity of the 2020 stock option, RSU and Performance Share awards actually granted to the NEOs, see the 2020 Grants of Plan-Based Awards table and the Outstanding Equity Awards at 2020 Fiscal Year-End table (and their related narrative disclosure) below.

~~2019 Long-Term Incentives~~2021 LONG-TERM INCENTIVE ARRANGEMENTS
In evaluating ~~2019~~2021 long-term incentive compensation (at the beginning of ~~2019)~~2021), the Committee reviewed ~~2017~~2019 and ~~2018~~2020 compensation versus the competitive benchmarks. The Committee concluded that overall the long-term ~~incentives~~incentive compensation program for the continuing NEOs ~~were~~was below our 50th percentile target when compared to both survey and peer proxy ~~data~~data. Due to Mr. Bruno’s and Mr. Hedlund’s recent promotions, to bring each of their long-term incentive compensation within the competitive framework, Mr. Bruno received a 2021 long-term incentive compensation increase of 75.0% and Mr. Hedlund received a 2021 long-term incentive compensation increase of 47.4%. Excluding Mr. Bruno and Mr. Hedlund, the Committee adjusted ~~2018~~2021 long-term ~~incentives~~incentive compensation opportunities for the continuing NEOs on average ~~11%~~34.4%, ~~still~~ placing their LTI targets ~~slightly below~~above the 50th ~~percentile.~~percentile however still within the competitive framework.

Valuation of Equity Awards.~~Beginning with the 2016 annual grant, for shares under our 2015 Equity and Incentive Compensation Plan, the Committee established set~~ We use standard valuation methods ~~in order~~ to convert ~~the approved~~ long-term incentive compensation values to shares upon the grant date. These methods consider a 7-day historical average of ~~the~~our stock price, up to and including the grant date, for RSUs and ~~performance shares~~Performance Shares and the grant date Black-Scholes valuation for stock options.

Normal Cycle and Out-of-Cycle Equity ~~Awards.~~Awards. The Committee has discretion in awarding grants to EMIP participants and does not delegate its authority to management, nor does management select or influence the award dates. Occasionally, the Committee may approve limited, out-of-cycle special awards for specific business purposes or in connection with executive promotions or the hiring of new executive employees. However, the date used for awards to all EMIP participants, including the continuing 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 ~~2019~~2021 to certain employees under ~~the 2015 Equity and Incentive Compensation Plan,~~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 must be granted per the agreements and vesting terms already approved by the Committee.

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 47
OTHER ARRANGEMENTS, POLICIES AND PRACTICES
~~EXECUTIVE COMPENSATION~~
~~Other Arrangements, Policies and Practices~~

~~Overview of Benefits~~OVERVIEW OF BENEFITS
We intend to provide a competitive group of benefits for all of our employees targeted at the 50th percentile of the market. Some aspects of our benefit programs are considered non-traditional due to their relationship with our pay for performance and incentive-based philosophies. For example, the premiums for Lincoln Electric-provided medical coverage are 100% paid by employees, including the NEOs, on a pre-tax basis. Premiums for dental coverage, which is a voluntary benefit, are also 100% paid by employees. Life insurance coverage paid fully by Lincoln Electric is set at ~~$10,000~~$50,000 per employee, including the NEOs, although employees may purchase additional insurance at their own cost. The NEOs participate in this same cost-sharing approach. We attempt to balance our various non-traditional programs (such as those with a significant portion of the cost borne by the employee) with more traditional programs.

We also provide accidental death and dismemberment benefits to officers, due to the significant amount of travel required in their jobs. Under this program, the premiums of which are paid by ~~us,~~the Company, a participant’s beneficiary would receive a payment of five times annual total cash compensation up to a maximum of $3,000,000 for executive officers and $2,000,000 for other officers upon an officer’s accidental death. The policy also provides dismemberment benefits of up to 100% of the death benefit in the event an officer is permanently and totally disabled as a result of an accident, and it provides for medical evacuation coverage in the event of an accident.

~~Retirement Programs~~
~~Retirement benefits are provided to our NEOs through the following programs:~~
~~The Lincoln Electric Company Retirement Annuity Program (RAP)~~PERQUISITES

·  ~~Frozen to new entrants effective January 1, 2006 (no new employees eligible to join the RAP after January 1, 2006; participate in The Lincoln Electric Company Employee Savings Plan described below)~~
·  ~~Benefit accruals frozen effective as of December 31, 2016 (participants will not earn any additional benefits under the RAP after December 31, 2016)~~
·  ~~Estimated retirement benefits under the RAP~~Consistent with our pay for ~~the NEOs that are shown in the Pension Benefits Table below are based on the NEOs frozen benefit under the RAP as of December 31, 2018~~
~~Supplemental Executive Retirement Plan (SERP)~~
·  ~~Frozen to new entrants since 2005~~
·  Effective as of December 1, 2016, the value of the frozen accrued vested benefit of each SERP participant was converted to a notional balance, calculated by projecting to December 31, 2016 the participant’s SERP benefit and calculating the present value of that projected benefit
·  Participants’ account balances are credited with earnings, gains and losses in accordance with each participant’s investment elections which will be made in a manner similar to that undertaken by participants in the amended and restated 2005 Deferred Compensation Plan for Executives
~~The Lincoln Electric Company Employee Savings Plan (401(k) Plan)~~
·  ~~All of the NEOs deferred amounts under the 401(k) Plan in 2018~~
·  ~~Each eligible employee of The Lincoln Electric Company and certain affiliated companies is eligible to receive up to 6% of annual compensation in Company contributions through:~~
~~(1) matching employer contributions equal to 100% of before-tax (401(k)) contributions made to the 401(k) Plan, but not in excess of 3% of annual compensation; and~~
~~(2) automatic employer contributions equal to 3% of annual compensation~~
·  ~~Matching and automatic contributions are 100% vested when made~~
·  Certain employees affected by the RAP freeze are also eligible to receive employer contributions equal to 6% of annual compensation for a minimum period of five years, up to the end of the year in which they complete 30 years of service
/ 48
~~Restoration Plan~~
·  Created effective January 1, 2017, primarily for the purpose of providing deferred compensation for eligible employees of The Lincoln Electric Company and certain affiliated companies whose annual compensation is expected to be in excess of the Internal Revenue Code limit on compensation (Code Limit) applicable to the 401(k) Plan
·  ~~Each participant’s account under the Restoration Plan is credited each year with deferred amounts generally as follows:~~
~~(1) matching employer contributions equal to 3% of annual compensation that is in excess of the Code Limit; and~~
~~(2) non-elective employer contribution equal to 3% of annual compensation that is in excess of the Code Limit~~
·  ~~All amounts deferred under the Restoration Plan are fully vested at all times~~
·  Certain employees affected by the RAP freeze are also eligible to receive employer contributions equal to 6% of annual compensation in excess of the Code Limit for a minimum period of five years, up to the end of the year in which they complete 30 years of service
·  ~~Amounts credited to participants’ accounts under the Restoration Plan will be payable in cash in accordance with the distribution provisions of the Restoration Plan~~
·  ~~All NEOs participated in the Restoration Plan in 2018~~
~~Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan)~~
·  ~~The Top Hat Plan allows participants to defer their current income on a pre-tax basis and to receive a tax-deferred return on those deferrals. There are no Company contributions or match.~~
·  ~~Participation in the Top Hat Plan is limited to individuals approved by the Committee.~~
·  ~~As of December 31, 2018, there were 18 active employee participants in the Top Hat Plan.~~
~~More information on these programs can be found below in the 2018 Pension Benefits section and 2018 Deferred Compensation Benefits section.~~
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 49
~~EXECUTIVE COMPENSATION~~
~~Perquisites~~
Weperformance philosophy, we offer limited perquisites. ~~For example, we~~We pay for an annual physical for officers and other senior ~~management.~~management to preserve our investment in them by encouraging them to maintain healthy lifestyles and be proactive in preventative care. We also make available financial planning services to certain ~~officers.~~officers, enabling them to concentrate on business matters rather than on personal financial planning. However, the cost of these financial planning services is included in the income of the participants. ~~The physical and financial planning programs are optional programs.~~ We also pay the cost of certain club dues for some ~~officers.~~officers to encourage social interaction with peers from other companies, local leadership in the community and to provide the ability to hold business meetings at a convenient offsite location. All personal expenses are borne entirely by the executive and the club dues are included in the income of the participants. Initiation fees for club memberships are paid by the executive. Different perquisites are provided from time to time to non-U.S. based executives; however, they are customary and reasonable in nature and amount relative to local market practices (for example, a car lease).
59
-

60
-
RETIREMENT PROGRAMS

~~Change~~Retirement benefits are provided to our NEOs through the following programs:
The Lincoln Electric Company Retirement Annuity Program (RAP)
This defined benefit pension plan was frozen to new entrants effective January 1, 2006 (no new employees eligible to join the RAP after January 1, 2006; eligible employees participate in ~~Control Arrangements~~The Lincoln Electric Company Employee Savings Plan described below)
Benefit accruals frozen effective as of December 31, 2016 (participants will not earn any additional benefits under the RAP after December 31, 2016)
The RAP was terminated as of December 31, 2020; distribution of pension plan assets in the form of lump sum payments and the purchase of a group annuity contract from a highly rated insurance company is expected to occur in late 2021
Estimated retirement benefits under the RAP for the NEOs that are shown in the Pension Benefits Table are based on an NEO’s frozen benefit under the RAP as of December 31, 2020 and reflect the plan termination
The Lincoln Electric Company Employee Savings Plan (401(k) Plan)
All of the NEOs deferred amounts under the 401(k) Plan in 2020
Each eligible employee of The Lincoln Electric Company and certain affiliate companies is eligible to receive up to 6% of annual compensation in Company Contributions through:
matching employer contributions equal to 100% of before-tax contributions made to the 401(k) Plan, but not in excess of 3% of annual compensation; and
automatic employer contributions equal to 3% of annual compensation
Matching and automatic contributions are 100% vested when made
Certain employees affected by the RAP freeze (described above) are also eligible to receive employer contributions equal to 6% of annual compensation for a minimum period of five years, up to the end of the year in which they complete 30 years of service
Supplemental Executive Retirement Plan (SERP)
Frozen to new entrants since 2005
Effective as of December 1, 2016, the value of the frozen accrued vested benefit of each SERP participant was converted to a notional balance, calculated by projecting to December 31, 2016 the participant’s SERP benefit and calculating the present value of that projected benefit
Participants’ account balances are credited with earnings, gains and losses in accordance with each participant’s investment elections which will be made in a manner similar to that undertaken by participants in the Amended and Restated 2005 Deferred Compensation Plan for Executives
Restoration Plan
Created effective January 1, 2017, this unfunded plan is maintained primarily for the purpose of providing deferred compensation for eligible employees whose annual compensation is expected to be in excess of the Internal Revenue Code limit on compensation (Code Limit) applicable to the 401(k) Plan
Each participant’s account is credited each year with deferred amounts generally as follows:
matching employer contributions equal to 3% of annual compensation in excess of the Code Limit; and
non-elective employer contributions equal to 3% of annual compensation in excess of the Code Limit
All amounts deferred are fully vested at all times
Certain employees affected by the RAP freeze are also eligible to receive employer contributions equal to 6% of annual compensation in excess of the Code Limit for a minimum period of five years, up to the end of the year in which they complete 30 years of service
Upon a separation from service prior to age 55, distribution of the account will be made in a single lump sum on the first business day of the seventh month immediately following the separation from service
Upon a separation from service on or after age 55, distribution of the account will be made or commence on the first business day of the seventh month immediately following the separation from service in the form of (1) a single lump sum payment; or (2) substantially equal annual installments over a period of at least two but not more than 15 years, as elected
All NEOs participated in the Restoration Plan in 2020

Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan)
Participants can defer current income on a pre-tax basis, receiving tax-deferred returns on those deferrals
Up to 80% of base salary and/or annual bonus can be deferred; and
Up to 100% of RSUs or Performance Shares can be deferred
For cash deferrals, 27 total investment options available, 26 of which mirror the funds available under the 401(k) Plan, plus the Moody’s Corporate Bond Average Index (which provides “above market” earnings as reported in the Summary Compensation Table)
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
Plan includes a recovery of funds provision consistent with the requirements of Dodd-Frank
Distributions are permitted in the event of a separation from service, disability, death, change in control or unforeseeable emergency
Distributions can also be made at a specified time or under a fixed schedule
Distributions may be made in a lump-sum, or by payment in five, ten or fifteen annual installments
As of December 31, 2020, there were 12 active employee participants in the Top Hat Plan
More information on these programs can be found in the 2020 Pension Benefits section and 2020 Deferred Compensation Benefits section.
CHANGE IN CONTROL ARRANGEMENTS
We have entered into (or were a party to) change in control agreements with all of our NEOs. The agreements are designed generally to help assure continued management in the event of a change in control of Lincoln Electric.

The change in control agreements are operative only if a change in control occurs and payments are made if the officer’s employment is terminated (or if the officer terminates employment due to certain adverse employment changes). The agreements provide our NEOs with the potential for continued employment following a change in control, which ~~help~~helps to retain these executives and provide for management continuity in the event of an actual or threatened change in control of Lincoln Electric. They also help ensure that our executives’ interests remain aligned with shareholders’ interests during a time when their continued employment may be in jeopardy. For a more detailed discussion of our change in control agreements, see Termination and Change in Control Arrangements below. Outside of these change in control agreements, we do not maintain written employment or other severance agreements for U.S.-based employees.

~~Recovery of Funds Policy~~RECOVERY OF FUNDS POLICY
We have adopted a Recovery of Funds Policy (clawback policy) consistent with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Our policy is more extensive than what Dodd-Frank requires and is applicable to all of our officers, including our NEOs. The policy applies in the event that there is an accounting restatement involving our financial statements due to material non-compliance with the financial reporting requirements under the U.S. federal securities laws. The policy applies to both current and former officers and covers incentive compensation received by the officers in the 3-year period prior to the restatement.
Awards of incentive compensation would include annual bonus payments, stock option awards, restricted stock awards, RSUs, ~~performance shares~~ and ~~Cash LTIP awards,~~Performance Shares, unless Dodd-Frank regulations provide otherwise. Under the policy, in the event of an accounting restatement of our financial statements, the Committee would review all incentive compensation received during the 3-year covered period and would seek recovery of the amount of incentive compensation paid in excess of what would have been paid if the accounts had been properly stated. We believe that this policy is in the best interests of Lincoln Electric and its shareholders.

~~Anti-Hedging/Pledging Policy~~ANTI-HEDGING/PLEDGING POLICY
Consistent with our philosophy to encourage long-term investment in our common stock, our Directors, ~~and~~ executive officers and certain other employees are prohibited from engaging in any speculative ~~or hedging~~ transactions involving our ~~common stock,~~securities, including buying or selling puts or calls, or engaging in any derivative or hedging transaction that has the effect of limiting or hedging
61
-

62
-
economic exposure with respect to such person’s position in our securities, short sales orand margin purchases. In addition, our insider trading policy prohibits future pledging of Lincoln Electric securities by our Directors, executive officers and ~~Directors.~~certain other employees. There are no pledges of our common stock in place for any of our Directors or executive officers.

/ 50
STOCK OWNERSHIP GUIDELINES

~~Share Ownership~~
~~As with the Directors, in~~In keeping with our philosophy that officers should maintain an equity interest in Lincoln Electric, ~~and based on our view that such ownership is a component of good corporate governance,~~ we ~~initially adopted~~have stock ownership guidelines for ~~officers in 2006 and increased the guidelines in 2012.~~officers. The ~~revised~~ guidelines were ~~proposed~~reviewed in 2019 and the executive group designations were updated based on a review of our peer ~~group and corporate governance best practices.~~group. Under the current guidelines, our officers are required to own and hold a certain number of our common shares, currently at the levels set forth in the table below:

Executive Group Ownership Guideline
Chief Executive Officer¹ 5 times base salary
~~Management Committee Members~~Executive Vice Presidents² 3 times base salary
~~Other~~Senior Vice Presidents and all other Executive Officers³
2 times base salary
(1) Mr. Mapes.
(2) Includes Messrs. ~~Petrella, Blankenship,~~Bruno, and Hedlund and ~~Ms.~~Mses. Ansberry and Kuhrt as well as 81 other ~~officers at 12/31/18.~~officer.
(3) Includes other EMIP participants.
The Committee reviewed the stock ownership guidelines in December 2016 at the end of the five years and concluded that they were at appropriate levels when compared to the peer group and market. The guidelines were reset January 1, 2017 and established in the same manner as above. Officers haveEach officer has five years to satisfy ~~the guidelines either by holding (1) shares aggregating the dollar amount specified above (valued at the then current~~his or her applicable stock ~~price), or (2) that number of shares needed to~~ownership guideline. An officer must satisfy the applicable stock ownership ~~guidelines tied~~guideline before he or she is permitted to sell shares, including shares issued as a result of RSUs vesting or Performance Shares vesting (other than shares withheld to cover taxes) and shares obtained from the exercise of stock options (other than shares withheld to cover exercise cost and taxes). Unless an officer is promoted into a higher guideline level, the stock ownership guideline will reset every 5 years utilizing updated base ~~salaries in effect on January 1, 2017 divided by the closing~~pay and stock price ~~of a common share on December 30, 2016 ($76.67).~~information. RSU awards count towards ~~the~~an officer’s stock ownership ~~guidelines;~~amount, however common shares underlying stock options, Performance Shares and shares held in another person’s name (including a relative) do not. As of December 31, ~~2018,~~2020, all of our continuing NEOs met the applicable stock ownership ~~guidelines, with the exception of Ms. Ansberry due to her promotion in 2017.~~guideline.

~~Deductibility of Compensation~~DEDUCTIBILITY OF COMPENSATION
Our general philosophy has historically been to qualify future compensation for tax deductibility wherever applicable and appropriate. ~~Qualification is sought to the extent practicable and only to the extent that it is consistent with our overall compensation objectives.~~ Although a portion of the amount we recorded as compensation to ~~Mr. Mapes~~our NEOs in ~~2018~~2020 was non-deductible, this ~~does~~did not ~~cause substantial~~have a significant impact to our income tax position. ~~All of the compensation paid to the other NEOs during 2018 was tax deductible by Lincoln Electric for federal income tax purposes.~~

As part of the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”), the ability to rely on the performance-based compensation exception under Section 162(m) of the U.S. Internal Revenue Code (“Section 162(m)”) was generally eliminated, and the limitation on deductibility generally was expanded to include all ~~NEOs.~~NEOs (as well as certain former officers). As a result of the Tax Reform Act, ~~going forward~~after 2017 and subject to certain grandfathered provisions, we ~~will~~are no longer be able to deduct any compensation paid to our NEOs in excess of $1 million. The Committee continues to assess the impact of the amendments to Section 162(m) to determine what adjustments to our executive compensation practices, if any, it considers appropriate.

COMPENSATION COMMITTEE REPORT //
The Compensation and Executive Development Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with our management and, based on this review and discussion, recommends that it be included in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2020 and this Proxy Statement.

By the Compensation &and Executive Development Committee:
William E. MacDonald, III, Chair
Michael F. Hilton
Kathryn Jo Lincoln
Phillip J. Mason
Hellene S. Runtagh
Kellye L. Walker
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~
/ 5163
-

~~EXECUTIVE COMPENSATION~~
64
-

EXECUTIVE COMPENSATION TABLES

Summary of ~~2018~~2020 Compensation Elements

Purpose
Competitive
Target
Financial
Metrics Used
When the ~~2018~~
2020
Amount Was
Set
The Period to
to Which the
Amount
Relates
Where
Reported
in the SCT¹
Short-Term
Base Pay
Rewards responsibility, experience and individual performance
Below
Market
—
Beginning of
~~2018~~ 2020
~~2018~~
2020
Salary column
Annual Bonus
(EMIP)
Rewards strong annual financial results and individual performance
Above
Market ~~(base~~
~~plus bonus)~~(target total cash compensation)
EBITB and
AOWC/Sales⁴²
Beginning of
~~2018~~ 2020
~~2018~~
2020
Performance
Non-Equity Incentive Plan Compensation column
Long-Term
Stock Options
Rewards the creation of shareholder value
At Market
Share Price
Appreciation
Beginning of
~~2018~~ 2020
~~2018~~
2020 Based
Award
Option Awards column
RSUs
Rewards the creation of shareholder value and strong
long-term financial results
Share Price
Appreciation
Beginning of
~~2018~~ 2020
~~2018~~
2020 Based
Award
Stock Awards column
Performance
~~Share LTIP~~²~~(PSUs)~~ Shares
Rewards the creation of
long-term growth and the efficient use of capital
Adjusted Net
Income⁴²
Growth
and ROIC⁴²
Beginning of
~~2018~~ 2020
~~2018~~
2020 through
~~2020~~
2022
Performance
Stock Awards column
Both
Benefits
other than
Pension
Includes 401(k) ~~match,~~contributions, Restoration Plan contributions, insurance and standard expatriate benefits
At Market
—
Various
~~2018~~
2020
All Other Compensation column
Pension
Benefits³
Includes RAP and above-market earnings in the Top Hat Plan and Restoration Plan
—
Various
For RAP, shows changes in ~~2018.~~2020. For
above-market earnings, shows ~~2018~~2020 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
~~2018~~
2020
All Other Compensation column
~~(1)~~  ~~Summary Compensation Table.~~
~~(2)~~  In 2016, the Performance Share LTIP replaced the Cash LTIP. Compensation associated with the Cash LTIP is disclosed in the Summary Compensation Table at the end of the cycle (when realized) and compensation associated with the Performance Share LTIP is disclosed at the beginning of the cycle (upon grant). As such, with respect to 2016 and 2017, compensation associated with the Cash LTIP and the Performance Share LTIP are both disclosed within the 2018 Summary Compensation Table.
~~(3)~~  ~~The SERP, effective November 30, 2016, and the RAP, effective December 31, 2016, were amended to cease all future benefit accruals.~~
~~(4)~~  ~~Financial metrics used for compensation purposes are defined in Appendix A.~~
/ 52(1) Summary Compensation Table.
(2) Financial metrics used for compensation purposes are defined in Appendix A.
(3) The SERP, effective November 30, 2016, and the RAP, effective December 31, 2016, were amended to cease all future benefit accruals.

~~2018~~2020 Summary Compensation Table

This table details total compensation ~~paid to~~for our NEOs for ~~2018~~2020 and, where required, ~~2017~~2019 and 2016. In 2016, beginning with the 2016 to 2018 performance cycle, the Performance Share LTIP replaced the Cash LTIP. Compensation associated with the Cash LTIP is disclosed in the Summary Compensation Table when realized (at the end of the cycle under the “Non-Equity Incentive Plan Compensation” column) and compensation associated with the Performance Share LTIP is disclosed when granted (at the beginning of the cycle under the “Stock Awards” column). With respect to 2016 and 2017, compensation associated with the Cash LTIP and the Performance Share LTIP are both disclosed in the 2018 Summary Compensation Table.2018.

Name and Principal Position Year Salary
($)¹ Stock
Awards
($)² Option
Awards
($)² Non-Equity
Incentive
Plan
Compensation
($)³ Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)⁴ All Other
Compensation
($)⁵ Total
($)
Christopher L. Mapes
Chairman, President
and Chief Executive
Officer 2018 965,000 2,504,772 1,250,009 2,057,400 36,779 204,946 7,018,906
2017 935,000 2,408,020 1,199,989 2,928,906 33,446 187,102 7,692,463
2016 865,429 2,315,716 1,117,327 2,320,266 32,704 45,167 6,696,609
Vincent K. Petrella
Executive Vice President,
Chief Financial Officer
and Treasurer 2018 500,000 ⁶ 584,470 291,664 729,600 ⁶ 33,485 173,595 2,312,814
2017 485,000 1,053,455 275,030 952,004 169,120 195,137 3,129,746
2016 453,229 569,772 274,971 1,053,730 848,537 30,664 3,230,903
George D. Blankenship
Executive Vice President,
President, Americas
Welding 2018 500,000 480,892 240,008 677,835 30,101 155,650 2,084,486
2017 500,000 451,238 225,009 869,759 147,410 142,285 2,335,701
2016 477,083 459,306 221,696 749,942 1,359,141 27,735 3,294,903
Steven B. Hedlund
Executive Vice President,
President, International
Welding 2018 395,000 403,978 176,668 518,796 – 393,691 1,888,133
2017 370,381 356,226 227,608 516,011 – 267,134 1,737,360
2016 337,393 213,956 103,349 416,795 – 27,499 1,098,992
Jennifer I. Ansberry
Executive Vice President,
General Counsel and
Secretary 2018 394,000 390,736 170,009 444,312 – 104,420 1,503,477
2017 325,000 322,041 119,981 386,111 38,803 67,419 1,259,355

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($)
Christopher L. Mapes
Chairman, President
and Chief Executive
Officer 2020 1,000,000 2,583,316 1,333,335 1,868,760 100,170 191,955 7,077,536
2019 1,000,000 2,670,534 1,333,333 1,718,830   51,059 208,213 6,981,969
2018    965,000 2,504,772 1,250,009 2,057,400   36,779 204,946 7,018,906
Gabriel Bruno
Executive Vice President,
Chief Financial Officer
and Treasurer 2020    364,500    518,648    116,661    419,362 185,194   94,298 1,698,663
2019
2018
Steven B. Hedlund
Executive Vice
President,
Americas and
International Welding 2020    427,500    601,608    205,007    428,765         — 643,190 2,306,070
2019    425,000    410,538    204,998    399,825         — 426,711 1,867,072
2018    395,000    403,978    176,668    518,796         — 393,691 1,888,133
Jennifer I. Ansberry
Executive Vice
President, General
Counsel and Secretary 2020    411,730    344,180    177,650    399,073   56,384 109,606 1,498,623
2019    411,730    355,882    177,656    375,602   67,829 112,493 1,501,192
2018    394,000    390,736    170,009    444,312         — 104,420 1,503,477
Michele R. Kuhrt
Executive Vice
President, Chief
Human Resources
Officer 2020    343,000    341,400    113,674    420,841 253,353   78,863 1,551,131
2019
2018
Vincent K. Petrella
(retired) Former
Executive Vice
President, Chief
Financial Officer
and Treasurer 2020      440,164⁵    667,922      344,744⁵    508,045 251,949 153,655 2,366,479
2019    553,350    690,540    344,748    633,250 268,848 176,430 2,667,166
2018    500,000    584,470    291,664    729,600   33,485 173,595 2,312,814
George D. Blankenship
(retired) Former
Executive Vice
President, President,
Americas Welding 2020    256,179   1,130,086⁶      326,705⁷    206,455 168,756 107,078 2,195,259
2019    515,000    530,816    265,008    538,798 228,095 150,569 2,228,286
2018    500,000    480,892    240,008    677,835   30,101 155,650 2,084,486
(1) The amounts reported for 2020 reflect the grant date fair value under FASB ASC Topic 718 for the RSU, Performance Share and stock option awards in 2020. 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, 2020 included in our Annual Report on Form 10-K filed with the SEC on February 19, 2021. In connection with Mr. Petrella’s retirement, he forfeited 16,889 stock option awards from his 2020 award (reflecting $269,717 in the Option Awards column). In connection with Mr. Blankenship’s retirement, he forfeited 15,053 stock option awards from his 2020 award (reflecting $240,396 in the Option Awards column).
~~(1)~~  ~~2016 salaries reflect a temporary 5% base salary reduction through December 1, 2016 as part of Lincoln Electric’s cost-cutting measures.~~
~~(2)~~  The amounts reported reflect the grant date fair value under FASB ASC Topic 718 for the RSU and performance share awards and for the stock option grants. The award date fair value disclosed for performance share awards is based upon on target performance.
The amounts shown for stock awards for ~~2018~~2020 represent RSU awards as follows: Mr. Mapes ~~$1,252,386,~~$1,291,658, Mr. Bruno $405,625, Mr. Hedlund $402,988, Ms. Ansberry $172,090, Ms. Kuhrt, $231,245, Mr. Petrella ~~$292,235,~~$333,961 and Mr. Blankenship ~~$240,446, Mr. Hedlund $227,022, and Ms. Ansberry $220,401.~~$256,700. The amounts shown also include ~~performance awards~~Performance Shares as follows: Mr. Mapes ~~$1,252,386,~~$1,291,658, Mr. Bruno $113,023, Mr. Hedlund $198,620, Ms. Ansberry $172,090, Ms. Kuhrt, 110,155, Mr. Petrella ~~$292,235,~~$333,961 and Mr. Blankenship ~~$240,446,~~$256,700. In connection with Mr. ~~Hedlund $176,956,~~Petrella’s retirement, he forfeited 2,911 RSUs and ~~Ms. Ansberry $170,335.~~2,746 Performance Shares from his 2020 awards (reflecting $507,037 in the Stock Awards column). In connection with Mr. Blankenship’s retirement, he forfeited 2,595 RSUs and 2,469 Performance Shares from his 2020 awards (reflecting $453,886 in the Stock Awards column).
65
-

66
-
The maximum ~~performance share~~Performance Share award amount with respect to each of the ~~named executive officers~~NEOs for 2020 is shown in the table below. The amounts reported reflect the grant date fair value under FASB ASC Topic 718 for the ~~performance share~~Performance Share awards based on maximum performance.
Name
Year
Maximum Payout
(# of Performance Shares)
Maximum Grant Date
Fair Value Payout
Christopher L. Mapes 2020 28,822 $2,583,316
Gabriel Bruno 2020   2,522 $    226,047
Steven B. Hedlund 2020   4,432 $    397,240
Jennifer I. Ansberry 2020   3,840 $    344,179
Michele Kuhrt 2020   2,458 $    220,311
Vincent K. Petrella (retired) 2020   7,452 $    667,923
George D. Blankenship (retired) 2020   5,728 $    513,401

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~(2) / 53 The amounts shown for 2020 represent payments under our annual bonus (EMIP).
(3) The amounts shown for 2020 represent the difference in earnings under the Moody’s Corporate Bond Index fund in our Top Hat Plan and SERP and a hypothetical rate, and reflect the increase in actuarial value under the RAP.
2020 INCREASE IN PENSION VALUE & PREFERENTIAL EARNINGS (TOP HAT PLAN AND SERP)
Name
RAP($)
Difference in 2020
Earnings Credited
in the Top Hat Plan
and SERP($)
Moody’s Corporate
Bond Index
Earnings($)
Hypothetical
Market
Rate($)*
Christopher L. Mapes          — 100,170 214,666 114,496
Gabriel Bruno 184,812        382        782        400
Steven B. Hedlund          —          —          —          —
Jennifer I. Ansberry   56,384          —         —          —
Michele R. Kuhrt 253,353          —         —          —
Vincent K. Petrella (retired) 173,984    77,965 168,871   90,906
George D. Blankenship (retired) 114,421    54,335 122,863   68,528
* This 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 2020.

~~EXECUTIVE~~
(4) The amounts shown for 2020 are comprised of the following:
2020 ALL OTHER COMPENSATION

Other Benefits and Perquisites*
Name Company
Retirement
Contributions
($)^a Travel
Insurance
Premiums
($) Financial
Planning
($) Physical
Examination
($) Club
Dues
($) Spousal
Travel
($) Standard
Expatriate
Benefits
($)^b Total All
Other
Compensation
($)
Christopher L. Mapes 163,130 834 12,846 1,752 13,393    —          — 191,955
Gabriel Bruno   81,972 834 11,492      —        —    —          —   94,298
Steven B. Hedlund   49,640 834 11,350      —   4,139    — 577,227 643,190
Jennifer I. Ansberry   94,480 834 14,292      —        —    —          — 109,606
Michele R. Kuhrt   77,433 834       —      —        — 596          —   78,863
Vincent K. Petrella (retired) 128,810 834 12,917      — 11,094    —          — 153,655
George D. Blankenship (retired)   95,397 834 10,075      —        — 772          — 107,078
~~(2)~~  ~~(Continued)~~

Named Executive Officer Year Maximum Payout
(# of Performance Shares) Maximum Grant Date
Fair Value Payout
Christopher L. Mapes 2018 27,616 $ 2,504,771
2017 28,230 $ 2,408,019
2016 39,830 $ 2,315,716
Vincent K. Petrella 2018 6,444 $ 584,471
2017 6,470 $ 551,891
2016 9,800 $ 569,772
George D. Blankenship 2018 5,302 $ 480,891
2017 5,290 $ 451,237
2016 7,900 $ 459,306
Steven B. Hedlund 2018 3,902 $ 353,911
2017 2,980 $ 255,948
2016 3,680 $ 213,955
Jennifer I. Ansberry 2018 3,756 $ 340,669
2017 4,690 $ 403,535

~~(3)~~  ~~The amounts shown for 2018 represent payments under our EMIP (annual bonus).~~
~~(4)~~  The amounts shown for 2018 represent the difference in earnings under the Moody’s Corporate Bond Index fund in our Top Hat Plan and SERP and a hypothetical rate, and reflect the decrease in actuarial value under the RAP. In 2018, the actuarial value of our RAP decreased for Mr. Petrella by an amount equal to $70,857, for Mr. Blankenship by an amount equal to $66,670 and for Ms. Ansberry by an amount equal to $33,898; however, for purposes of the Summary Compensation Table, the negative amounts are not reported.

2018 INCREASE IN PENSION VALUE & PREFERENTIAL EARNINGS (TOP HAT PLAN AND SERP)

Name RAP ($) Difference in 2018
Earnings Credited
in the Top Hat Plan
and SERP ($) Moody’s Corporate
Bond Index Earnings ($) Hypothetical
Market Rate ($)*
Christopher L. Mapes — 36,779 204,834 168,055
Vincent K. Petrella (70,857) 33,485 188,887 155,402
George D. Blankenship (66,670) 30,101 170,714 140,613
Steven B. Hedlund — — — —
Jennifer I. Ansberry (33,898) — — —
* The methodology for computing the aggregate incremental cost for the amounts is below:
(a) Includes amounts contributed to both the 401(k) Plan and the Restoration Plan.
(b) The expatriate benefits shown relate to Mr. Hedlund’s international assignment and are provided to all U.S. employees who take an international assignment. Amounts are converted to U.S. dollars on a monthly basis based on a month-end conversion price, in local currency, as reported by Bloomberg. The conversion price for Pound Sterling was between £1.23 to £1.34 to $1.00 during the period in 2020 that Mr. Hedlund was receiving expatriate benefits. Mr. Hedlund’s international assignment included housing, education, taxes and standard allowances related to relocation and other assignment payments under our standard expatriate package for all employees. The portion of such amount that relates to tax equalization payments is $206,652.
(5) Mr. Petrella deferred 25% of his 2020 base salary and 50% of his 2020 EMIP bonus under our Top Hat Plan.
(6) This amount represents (a) the grant date fair value of RSUs and Performance Shares granted to Mr. Blankenship in February 2020 totaling $513,400, of which $453,886 relates to awards forfeited in connection with his retirement from the Company, and (b) the incremental fair value, calculated in accordance with SEC disclosure rules, associated with the Committee’s modifications to outstanding 2018, 2019 and 2020 RSU and Performance Share awards held by Mr. Blankenship totaling $616,686, which awards were modified in connection with Mr. Blankenship’s retirement. The modification value does not represent or reflect additional awards granted to Mr. Blankenship. For more information on these awards, see “Long-Term Incentive Compensation,” the 2020 Grants of Plan-Based Awards table, the Outstanding Equity Awards at 2020 Fiscal Year-End table and “Payments in Connection with Mr. Blankenship’s Retirement”.
*This 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 2018.
(7) This amount represents (a) the grant date fair value of stock option awards granted to Mr. Blankenship in February 2020 totaling $265,006, of which $240,396 relates to awards forfeited in connection with his retirement from the Company, and (b) the incremental fair value, calculated in accordance with SEC disclosure rules, associated with the Committee’s modifications to outstanding 2018, 2019 and 2020 stock option awards held by Mr. Blankenship totaling $61,699, which awards were modified in connection with Mr. Blankenship’s retirement. The modification value does not represent or reflect additional awards granted to Mr. Blankenship. For more information on these awards, see “Long-Term Incentive Compensation,” the 2020 Grants of Plan-Based Awards table, the Outstanding Equity Awards at 2020 Fiscal Year-End table and “Payments in Connection with Mr. Blankenship’s Retirement”.

/ 5467
-

68
-

~~(5)~~  ~~The amounts shown for 2018 are comprised~~2020 Grants of ~~the following:~~Plan-Based Awards
~~2018 ALL OTHER COMPENSATION~~

Perquisites*
Name Company
Retirement
Contributions
($)^(a) Travel
Insurance
Premiums
($) Financial
Planning
($) Physical
Examination
($) Club Dues
($) Spousal
Travel
($) Standard
Expatriate
Benefits
($)^(b) Total All Other
Compensation
($)
Christopher L. Mapes 175,042 1,235 12,327 — 14,302 2,040 — 204,946
Vincent K. Petrella 145,390 1,235 12,318 3,000 11,262 390 — 173,595
George D. Blankenship 141,081 1,235 11,103 — — 2,231 — 155,650
Steven B. Hedlund 49,258 1,235 10,765 — — 2,188 330,245 393,691
Jennifer I. Ansberry 89,416 1,235 13,491 — — 278 — 104,420
*The methodology for computing the aggregate incremental cost for the perquisites is the amount that is imputed to the individual as taxable income.
~~(a)~~  ~~Includes amounts contributed to both the 401(k) Plan and the Restoration Plan.~~
(b)  The expatriate benefits shown relate to Mr. Hedlund’s current international assignment and are provided to all U.S. employees who take an international assignment. Amounts are converted to U.S. dollars on a monthly basis based on a month-end conversion price, in local currency, as reported by Bloomberg. The conversion price for Pound Sterling was between £1.2756 to £1.4192 to $1.00 during the period in 2018 that Mr. Hedlund was receiving expatriate benefits. Mr. Hedlund’s international assignment included housing, education, taxes and standard allowances related to relocation and other assignment payments under our standard expatriate package for all employees. The portion of such amount that relates to tax equalization payments is $93,343.
~~(6)~~  ~~Mr. Petrella deferred 25% of his 2018 base salary and 50% of his 2018 EMIP bonus under our Top Hat Plan.~~
~~Additional Employment Terms for the CEO~~
Upon joining Lincoln Electric in 2011, Mr. Mapes received certain compensation, a portion of which consisted of RSUs (52,498 RSUs) that represented a special executive retention and retirement replacement award valued at $1,650,000. Mr. Mapes is not a participant in either our RAP or SERP.
On December 31, 2012, Mr. Mapes was appointed President and CEO. In connection with his appointment, Mr. Mapes received a special retirement replacement and executive retention award of 33,161 RSUs valued at $1,608,000 and we increased his Cash LTIP targets, on a pro-rata basis.

The ~~value of Mr. Mapes’~~following table provides information relating to plan-based awards ~~discussed above was intended~~granted in 2020 to provide comparable, competitive retention and retirement benefits for a senior level executive of a manufacturing company but were delivered in a form (namely RSUs) that require strong financial performance (share price appreciation) to deliver the intended value. This differs from the RAP and SERP which require only continuous service. The special retirement replacement and executive retention awards for both 2011 and 2012 vested at a rate of 20% over five years. They were not eligible for accelerated vesting upon achievement of company performance objectives. Upon vesting, these RSU awards were deferred into our ~~Top Hat Plan until Mr. Mapes’ retirement from Lincoln Electric.~~NEOs.
Name Grant
Type Grant Date Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards¹ Estimated Future Payouts
Under Equity Incentive
Plan Awards² 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
[#]
Christopher L. Mapes EMIP 2/19/2020 0 1,450,000 2,610,000
Options 2/19/2020 83,490 $89.63 1,333,335
RSUs 2/19/2020 14,411 1,291,658
PSUs 2/19/2020 0 14,411 28,822 1,291,658
Gabriel Bruno EMIP 2/19/2020 0    330,623 595,121
Options 2/19/2020   7,305 $89.63    116,661
RSUs 2/19/2020   1,261    113,023
PSUs 2/19/2020 0   1,261   2,522    113,023
RSUs 4/21/2020   4,027    292,602
Steven B. Hedlund EMIP 2/19/2020 0    377,500 679,500
Options 2/19/2020 12,837 $89.63    205,007
RSUs 2/19/2020   2,216    198,620
PSUs 2/19/2020 0   2,216   4,432    198,620
RSUs 10/20/2020   2,004    204,368
Jennifer I. Ansberry EMIP 2/19/2020 0    319,770 575,586
Options 2/19/2020 11,124 $89.63    177,650
RSUs 2/19/2020   1,920    172,090
PSUs 2/19/2020 0   1,920   3,840    172,090
Michele R. Kuhrt EMIP 2/19/2020 0    255,000 459,000
Options 2/19/2020   7,118 $89.63    113,674
RSUs 2/19/2020   1,229    110,155
RSUs 2/19/2020   1,351    121,090
PSUs 2/19/2020 0   1,229   2,458    110,155
Vincent K. Petrella (retired) EMIP 2/19/2020 0    515,550 927,990
Options 2/19/2020 21,587 $89.63    344,744
RSUs 2/19/2020   3,726    333,961
PSUs 2/19/2020 0   3,726   7,452    333,961
George D. Blankenship (retired) EMIP 2/19/2020 0    460,000 828,000
Options 2/19/2020 16,594 $89.63    265,006
RSUs 2/19/2020   2,864    256,700
PSUs 2/19/2020 0   2,864   5,728    256,700
Modified Equity
Awards      678,385⁶

(1) The performance-based amounts shown represent the range of cash payouts (from zero to the maximum amount listed) for 2020 under the EMIP. The amounts reported for Messrs. Petrella and Blankenship are based on their original grant opportunities, not final prorated opportunities. Payments are based on the achievement of company financial performance and the NEO’s individual performance. Target awards are set by the Compensation and Executive Development 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 EMIP matrix for 2020 (which allows for potential payouts of up to 180% of target), which is reflected in the CD&A. The Committee adjusted Mr. Bruno’s target award in connection with his appointment as EVP, Chief Financial Officer and Treasurer and Mr. Hedlund’s target award in connection with his appointment as EVP, President Americas and International Welding – amounts reported for Messrs. Bruno and Hedlund reflect their as adjusted opportunities.
(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 amounts reported for Messrs. Petrella and Blankenship are based on their original grant opportunities, not final prorated opportunities. 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 EMIP 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 2020 Nonqualified Deferred Compensation section for a description of this plan.
(3) The amounts reported for Messrs. Petrella and Blankenship are based on their original grants, not final prorated awards. The RSUs generally vest upon the recipient remaining in continuous employment for three years from the date of grant. Upon vesting, the RSUs are paid out solely in our common stock (there is no cash option). 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 EMIP 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 2020 Nonqualified Deferred Compensation section for a description of this plan. With respect to the award of RSUs to Mr. Bruno on April 21, 2020, the Committee approved an additional award equal in value to $300,000 in connection with his appointment as EVP, Chief Financial Officer and Treasurer. With respect to the award of RSUs to Mr. Hedlund on October 20, 2020, the Committee approved an additional award equal in value to $200,000 in connection with his appointment as EVP, President Americas and International Welding. With respect to the supplemental award of RSUs to Ms. Kuhrt on February 19, 2020, the Committee approved an award equal in value to $125,000 in recognition of the responsibilities she managed as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer during 2019.
(4) The amounts reported for Messrs. Petrella and Blankenship are based on their original grants, not final prorated awards. 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.
(5) The amounts shown represent the full value of the RSU awards, the stock option grants and the target value for the PSU awards 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.
(6) This amount represents the incremental fair value related to the Committee’s modification of Mr. Blankenship’s outstanding 2018, 2019 and 2020 stock options ($61,699), and RSUs and Performance Share awards ($616,686), in connection with his retirement, and does not reflect a new equity grant. For more information on these awards, see “Long-Term Incentive Compensation,” the 2020 Grants of Plan-Based Awards table, the Outstanding Equity Awards at 2020 Fiscal Year-End table and “Payments in Connection with Mr. Blankenship’s Retirement.”
69
-

70
-
NARRATIVE DISCLOSURE REGARDING 2020 SUMMARY COMPENSATION TABLE AND 2020 GRANTS OF PLAN-BASED AWARD TABLE

The ~~remainder of~~following highlights the ~~RSU awards and the stock options provided to Mr. Mapes are subject to our ordinary terms.~~
~~For 2018, Mr. Mapes’~~ salary and annual bonus ~~accounted for 43.1%~~percentages of ~~his~~total compensation reported in the ~~2018~~2020 Summary Compensation Table, based on the value of ~~his 2018~~2020 base salary and ~~2018~~2020 actual ~~EMIP (or bonus).~~annual bonus (EMIP) for each of our NEOs:

Name
% of Base Salary and Annual Bonus
To Total Compensation
Christopher L. Mapes 40.5
Gabriel Bruno 46.1
Steven B. Hedlund 37.1
Jennifer I. Ansberry 54.1
Michele Kuhrt 49.2
Vincent K. Petrella (retired) 40.1¹
George D. Blankenship (retired) 21.1¹
~~Additional Employment Terms for the Other NEOs~~
(1) The amounts for Messrs. Petrella and Blankenship reflect the prorated annual bonus, and for Mr. Blankenship, the modification value for his outstanding equity awards as detailed in the footnotes to the Summary Compensation Table.
For 2018, Mr. Petrella’s salary and bonus accounted for 53.2% of his compensation reported in the 2018 Summary Compensation Table, Mr. Blankenship’s salary and bonus accounted for 56.5% of his compensation reported in the 2018 Summary Compensation Table, Mr. Hedlund’s salary and bonus accounted for 48.4% of his compensation reported in the 2018 Summary Compensation Table and Ms. Ansberry’s salary and bonus accounted for 55.8% of her compensation reported in the 2018 Summary Compensation Table. The above percentages were based, in each case, on the value of the executive’s ~~2018~~2020 base salary and ~~2018~~2020 actual EMIP (or annual bonus). For information regarding the amount of salary and annual bonus compensation in proportion to total compensation, see the “Our Compensation Philosophy” section of the CD&A contained in this Proxy Statement. Further, the grants made in 2020 to the NEOs are described more fully in the CD&A contained in this Proxy Statement, and information about the change in control severance agreements and the amounts payable to the NEOs pursuant to those arrangements is provided under the section titled “Termination and Change in Control Arrangements” in this Proxy Statement.
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 55

~~EXECUTIVE COMPENSATION~~
~~2018 Grants of Plan-Based Awards~~
~~The following table provides information relating to plan-based awards granted in 2018 to our NEOs.~~
Name Grant
Type Grant
Date Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards¹ Estimated Future
Payouts Under Equity
Incentive Plan Awards² 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
($) Target
($) Max
($) Threshold
(#) Target
(#) Max
(#)
Christopher L. Mapes EMIP 2/21/2018 0 1,350,000 2,430,000
Options 2/21/2018 65,894 90.70 1,250,009
RSUs 2/21/2018 13,808 1,252,386
PSUs 2/21/2018 0 13,808 27,616 1,252,386
Vincent K. Petrella EMIP 2/21/2018 0   475,000   855,000
Options 2/21/2018 15,375 90.70 291,664
RSUs 2/21/2018 3,222 292,235
PSUs 2/21/2018 0 3,222 6,444 292,235
George D. Blankenship EMIP 2/21/2018 0   450,000   810,000
Options 2/21/2018 12,652 90.70 240,008
RSUs 2/21/2018 2,651 240,446
PSUs 2/21/2018 0 2,651 5,302 240,446
Steven B. Hedlund EMIP 2/21/2018 0   360,000   648,000
Options 2/21/2018 9,313 90.70 176,668
RSUs 2/21/2018 1,951 176,956
RSUs 2/21/2018 0    552   50,066
PSU 2/21/2018 1,951 3,902 176,956
Jennifer I. Ansberry EMIP 2/21/2018 0   306,000   550,800
Options 2/21/2018 8,962 90.70 170,009
RSUs 2/21/2018 1,878 170,335
RSUs 2/21/2018 0    552   50,066
PSUs 2/21/2018 0 1,878 3,756 170,335
~~(1)~~  The performance-based amounts shown represent the range of cash payouts (from zero to the maximum amount listed) for 2018 under the EMIP. Payments are based on the achievement of company financial performance and the executive’s individual performance. Target awards are set by the Compensation and Executive Development Committee in the first quarter each year. Actual payment amounts are determined by the Committee in the first quarter each year. The targets shown above are pursuant to the EMIP matrix for 2018 (which allows for potential payouts at 180% of target), which is reflected in the CD&A.
~~(2)~~  These columns show the potential number of shares of our common stock to be paid out to our NEOs under our Performance Share LTIP at threshold, target or 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 vest based on performance during the applicable performance period, with accelerated vesting at target upon death or disability; 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, a pro-rata amount will vest based on the length of employment during the performance period, at the greater of target or actual performance. Upon retirement, a pro-rata portion of the award will vest. Upon vesting, the PSUs are paid out solely in our common stock (there is no cash option). Dividend equivalents are sequestered by us until the shares underlying the PSUs are distributed, at which time the dividends 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 EMIP 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 2018 Nonqualified Deferred Compensation section below for a description of this plan.
~~(3)~~  The RSUs vest upon the recipient remaining in continuous employment for three years from the date of grant, with accelerated vesting upon death or disability or, 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. Upon retirement, a pro-rata portion of the award will vest. Upon vesting, the RSUs are paid out solely in our common stock (there is no cash option). Dividend equivalents are sequestered by us until the shares underlying the RSUs are distributed, at which time the dividends 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 EMIP 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 2018 Nonqualified Deferred Compensation section below for a description of this plan. With respect to the award of RSUs to Mr. Hedlund and Ms. Ansberry on February 21, 2018, the Committee approved an additional award equal in value to $50,000 in recognition of each executive’s leadership associated with the acquisition and initial integration of Air Liquide Welding.
~~(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 vest over a three-year period (in equal annual increments), with accelerated vesting upon death or disability or, 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. A pro-rata portion of the award vests upon retirement. All options have 10-year terms.
~~(5)~~  The amounts shown represent the full value of the RSU awards and the stock option grants and the target value for the PSU awards 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 shares earned will be based upon our actual performance during the three-year LTIP 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.
/ 56

HOLDINGS OF EQUITY-RELATED INTERESTS
~~Holdings of Equity-Related Interests~~
The following provides information relating to exercisable and unexercisable stock options, RSUs and ~~performance shares~~Performance Shares at December 31, ~~2018.~~2020.

Outstanding Equity Awards at ~~December 31, 2018~~2020 Fiscal Year-End

Name Grant
Date Option Awards Stock Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable¹ Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable¹ Equity
Incentive
Plan
Awards
No. of
Securities
Underlying
Unexercised
Unearned
Options 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
Christopher L. Mapes 11/2/2011 28,500 — — $35.55 11/2/2021 – – – –
12/13/2012 47,480 — — 47.91 12/13/2022 – – – –
12/16/2013 44,040 — — 71.30 12/16/2023 – – – –
2/5/2015 66,550 — — 69.67 2/5/2025 16,340 1,288,409 – –
2/17/2016 59,352 29,678 — 58.14 2/17/2026 19,915 1,570,298 19,915 1,570,298
2/22/2017 22,870 45,740 — 85.30 2/22/2027 14,115 1,112,968 14,115 1,112,968
2/21/2018 65,894 90.70 2/21/2028 13,808 1,088,761 13,808 1,088,761
Vincent K. Petrella 11/2/2011 19,250 – – 35.55 11/2/2021 – – – –
12/13/2012 16,620 – – 47.91 12/13/2022 – – – –
12/16/2013 13,440 – – 71.30 12/16/2023 – – – –
2/5/2015 16,380 – – 69.67 2/5/2025 4,020 316,977 – –
2/17/2016 14,606 7,304 – 58.14 2/17/2026 4,900 386,365 4,900 386,365
2/22/2017 5,241 10,484 – 85.30 2/22/2027 9,115 718,718 3,235 255,080
2/21/2018 15,375 90.70 2/21/2028 3,222 254,055 3,222 254,055
George D. Blankenship 12/13/2012 11,870 – – 47.91 12/13/2022 – – – –
12/16/2013 10,570 – – 71.30 12/16/2023 – – – –
2/5/2015 13,200 — – 69.67 2/5/2025 3,240 255,474 – –
2/17/2016 11,776 5,889 – 58.14 2/17/2026 3,950 311,458 3,950 311,458
2/22/2017 4,288 8,577 – 85.30 2/22/2027 2,645 208,558 2,645 208,558
2/21/2018 12,652 90.70 2/21/2028 2,651 209,031 2,651 209,031
Steven B. Hedlund 11/2/2011 6,010 – – 35.55 11/2/2021 – – – –
12/13/2012 6,530 – – 47.91 12/13/2022 – – – –
4/24/2013 – – – – 4/24/2023 6,410 505,429 – –
12/16/2013 5,860 – – 71.30 12/16/2023 – – – –
2/5/2015 6,155 — – 69.67 2/5/2025 1,510 119,064 – –
2/17/2016 5,490 2,745 – 58.14 2/17/2026 1,840 145,084 1,840 145,084
2/22/2017 2,001 4,004 – 85.30 2/22/2027 1,235 97,380 1,235 97,380
5/24/2017 2,291 4,584 – 88.74 5/24/2027 1,385 109,207 255 20,107
2/21/2018 9,313 90.70 2/21/2028 2,503 197,362 1,951 153,836
Jennifer I. Ansberry 12/16/2013 2,440 – – 71.30 12/16/2023 – – – –
7/24/2014 442 – – 67.18 7/24/2024 112 8,831 – –
2/5/2015 3,720 – – 69.67 2/5/2025 915 72,148 – –
2/17/2016 1,991 1,993 – 58.14 2/17/2026 1,335 105,265 – –
2/22/2017 2,286 4,574 – 85.30 2/22/2027 1,410 111,179 1,410 111,179
3/3/2017 – – – – – – – 935 73,725
2/21/2018 – 8,962 – 90.70 2/21/2028 2,430 191,606 1,878 148,080

Option Awards Stock Awards
Name Grant Date Number of
Securities
Underlying
Unexercised
Options
Exercisable¹
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable¹
(#) 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
Christopher L. Mapes 12/16/2013 44,040        — 71.30 12/16/2023       —           —        —            —
   2/5/2015 66,550        — 69.67    2/5/2025       —           —        —            —
   2/17/2016 89,030        — 58.14    2/17/2026       —           —        —            —
   2/22/2017 68,610        — 85.30    2/22/2027       —           —        —            —
   2/21/2018 43,928 21,966 90.70    2/21/2028 13,808 1,605,180        —            —
   2/18/2019 25,455 50,910 88.44    2/18/2029 15,098 1,755,143 15,098 1,755,143
   2/19/2020        — 83,490 89.63    2/19/2030 14,411 1,675,279 14,411 1,675,279
Gabriel Bruno    4/24/2013        —        —     —              —   4,030   468,488        —            —
   2/5/2015    4,465        — 69.67    2/5/2025       —           —        —            —
   2/17/2016    9,295        — 58.14    2/17/2026       —           —        —            —
   2/22/2017    6,670        — 85.30    2/22/2027       —           —        —            —
   2/21/2018    4,100    2,050 90.70    2/21/2028   1,841   214,016        —            —
12/31/2018        —        —     —              —     654     76,028        —            —
   2/18/2019    2,227    4,455 88.44    2/18/2029   1,321   153,566   1,321   153,566
   2/19/2020        —    7,305 89.63    2/19/2030   1,261   146,591   1,261   146,591
   4/21/2020        —        —     —              —   4,027   468,139        —            —
Steven B. Hedlund    4/24/2013        —        —     —              —   6,410   745,163        —            —
   2/5/2015    6,155        — 69.67    2/5/2025       —           —        —            —
   2/17/2016    8,235        — 58.14    2/17/2026       —           —        —            —
   2/22/2017    6,005        — 85.30    2/22/2027       —           —        —            —
   5/24/2017    6,875        — 88.74    5/24/2027       —           —        —            —
   2/21/2018    6,208    3,105 90.70    2/21/2028   2,503   290,974        —            —
   2/18/2019    3,913    7,828 88.44    2/18/2029   2,321   269,816   2,321   269,816
   2/19/2020        — 12,837 89.63    2/19/2030   2,216   257,610   2,216   257,610
10/20/2020        —        —     —              —   2,004   232,965        —            —
Jennifer I. Ansberry    2/17/2016    3,984        — 58.14    2/17/2026       —           —        —            —
   2/22/2017    6,860        — 85.30    2/22/2027       —           —        —            —
   2/21/2018    5,974    2,988 90.70    2/21/2028   2,430   282,488        —            —
   2/18/2019    3,391    6,784 88.44    2/18/2029   2,012   233,895   2,012   233,895
   2/19/2020        — 11,124 89.63    2/19/2030   1,920   223,200   1,920   223,200
Michele R. Kuhrt 12/16/2013    2,530        — 71.30 12/16/2023       —           —        —            —
   2/5/2015    2,620        — 69.67    2/5/2025       —           —        —            —
   2/17/2016    3,505        — 58.14    2/17/2026       —           —        —            —
   2/22/2017    4,290        — 85.30    2/22/2027       —           —        —            —
   2/21/2018    2,636    1,318 90.70    2/21/2028   1,380   160,425        —            —
   2/18/2019    1,838    3,676 88.44    2/18/2029   1,090   126,713 1,090   126,713
   2/19/2020        —    7,118 89.63    2/19/2030   2,580   299,925 1,229   142,871
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~
/ 5771
-

~~EXECUTIVE COMPENSATION~~
~~(1)~~  ~~Stock options vest in three equal annual installments, commencing on the first anniversary of the date of the grant.~~
~~(2)~~  Amounts shown in this column represent RSU awards. 2016 RSU awards, 2017 RSU awards and 2018 RSU awards vest in full three years from the date of grant. The RSU awards granted prior to 2016 generally vest in full five years from the date of grant, but are subject to accelerated vesting in three years if the targets are met for the applicable LTIP cycle. The RSU award granted to Mr. Hedlund in 2013 vests over seven years following his attainment of age 55. For more information on our RSU awards under our 2006 and 2015 Equity and Performance Incentive Plans, see the discussion provided in the Grants of Plan-Based Award Table.
~~(3)~~  The amounts shown in this column represent RSU and PSU awards pursuant to our 2006 and 2015 Equity and Performance Incentive Plans. Value is calculated using the close price of our common stock on the last trading day of 2018.
~~(4)~~  This column shows the target number of performance shares (PSUs) awarded in 2016, 2017 and 2018. 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, 2018 (with respect to PSUs awarded in 2016), December 31, 2019 (with respect to PSUs awarded in 2017), and December 31, 2020 (with respect to PSUs awarded in 2018), as determined by the Compensation and Executive Development Committee. See the CD&A on how performance share payouts are determined.

2018 Stock Option Exercises and Stock Vested Table
The following table provides information on stock options exercised, as well as RSUs that vested during 2018.

Option Awards Stock Awards
Name Number of Shares
Acquired on Exercise (#) Value Realized on
Exercise ($) Number of Shares Acquired
on Vesting (#) Value Realized on
Vesting ($)
Christopher L. Mapes — — 10,720 ¹ 927,602 ²
Vincent K. Petrella — — 3,270 ³ 282,953 ⁴
George D. Blankenship — — 2,570 ⁵ 222,382 ⁶
Steven B. Hedlund — — 1,430 ⁷ 123,738 ⁸
Jennifer I. Ansberry — — 590 ⁹ 51,053 ¹⁰
~~(1)~~  ~~Mr. Mapes remitted 4,900 shares to us in satisfaction of his tax withholding obligations.~~
~~(2)~~  ~~Total includes $67,780 in cash attributable to dividends earned on RSUs paid directly to Mr. Mapes.~~
~~(3)~~  ~~Mr. Petrella remitted 1,495 shares to us in satisfaction of his tax withholding obligations.~~
~~(4)~~  ~~Total includes $20,666 in cash attributable to dividends earned on RSUs paid directly to Mr. Petrella.~~
~~(5)~~  ~~Mr. Blankenship remitted 1,126 shares to us in satisfaction of his tax withholding obligations.~~
~~(6)~~  ~~Total includes $16,242 in cash attributable to dividends earned on RSUs paid directly to Mr. Blankenship.~~
~~(7)~~  ~~Mr. Hedlund remitted 486 shares to us in satisfaction of his tax withholding obligations.~~
~~(8)~~  ~~Total includes $9,038 in cash attributable to dividends earned on RSUs paid directly to Mr. Hedlund.~~
~~(9)~~  ~~Ms. Ansberry remitted 182 shares to us in satisfaction of her tax withholding obligations.~~
~~(10)~~  ~~Total includes $3,729 in cash attributable to dividends earned on RSUs paid directly to Ms. Ansberry.~~

/ 5872
-

Outstanding Equity Awards at 2020 Fiscal Year-End (continued)
Option Awards Stock Awards
Name Grant Date Number of
Securities
Underlying
Unexercised
Options
Exercisable¹
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable¹
(#) 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
Vincent K. Petrella (retired)
  2/5/2015 16,380 — 69.67   2/5/2025 — —      —         —
2/17/2016 21,910 — 58.14 2/17/2026 — —      —         —
2/22/2017 15,725 — 85.30 2/22/2027 — —      —         —
2/21/2018 13,568 — 90.70 2/21/2028 — —      —         —
2/18/2019 10,896 — 88.44 2/18/2029 — — 2,328 270,630
2/19/2020   4,698 — 89.63 2/19/2030 — — 980 113,925
George D. Blankenship (retired)
2/21/2018   1,152 — 90.70 2/21/2028 — —      —         —
2/18/2019       — —     —           — — — 1,414 164,378
2/19/2020       — —     —           — — —    395   45,919
(1) Stock options vest in three equal annual installments, commencing on the first anniversary of the date of the grant.
(2) Amounts shown in this column represent RSU awards. The RSU awards generally vest in full three years from the date of grant. The RSU award granted to Mr. Bruno in 2013 vests over seven years following his attainment of age 55. The RSU award granted to Mr. Hedlund in 2013 vests over seven years following his attainment of age 55.
(3) The amounts shown in these columns represent the value of RSU and Performance Share awards granted pursuant to our 2006 and 2015 Equity and Performance Incentive Plans. Value is calculated using the close price of our common stock on the last trading day of 2020.
(4) This column shows the target number of Performance Shares awarded. 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 applicable period, as determined by the Compensation and Executive Development Committee. See the CD&A on how Performance Share payouts are determined.

~~2018 Pension Benefits~~2020 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 2020.
Option Awards¹ Stock Awards²

Name
Number of Shares
Acquired on Exercise(#) Value Realized on
Exercise($) Number of Shares Acquired
on Vesting(#) Value Realized on
Vesting($)
Christopher L. Mapes 47,480 2,689,604 43,448 4,551,544
Gabriel Bruno       —              —    3,677    385,708
Steven B. Hedlund   5,860    250,936    5,965    608,187
Jennifer I. Ansberry   6,602    285,890    4,092    438,051
Michele R. Kuhrt   2,850    141,926    2,304    241,951
Vincent K. Petrella (retired) 30,060 1,532,602    21,771³ 2,207,925
George D. Blankenship (retired) 29,322    309,804 11,455 1,123,529
(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.
(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 2018-2020 performance cycle that was considered earned as of December 31, 2020 but paid out in March 2021, 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 RSUs or Performance Shares award payouts into our Top Hat Plan: Mr. Mapes, 30,455 RSUs and $192,516 in dividend equivalents deferred; Mr. Bruno, 1,212 Performance Shares and $6,690 in dividend equivalents deferred and Mr. Blankenship, 2,007 Performance Shares and $11,079 in dividend equivalents deferred. For more information about this deferral program, see the CD&A in the “Overview of Benefits” section.
(3) The number of shares acquired by Mr. Petrella includes 2,973 RSUs that vested in connection with Mr. Petrella’s retirement (and related dividend equivalents), however the receipt of payment for the award has been delayed for six months in compliance with Internal Revenue Code Section 409A.
2020 PENSION BENEFITS
RETIREMENT ANNUITY PROGRAM (RAP) ~~Retirement Annuity Program (RAP)~~(TERMINATED DURING 2020)
No new participants have been added to the RAP since 2006. Accordingly, neither Mr. Mapes nor Mr. Hedlund, who joined Lincoln Electric after 2006, ~~was~~were eligible to participate in the RAP. Effective as of December 31, 2016, the RAP was amended to cease all future benefit accruals for all participants, so that the participants will not earn any additional benefits under the RAP after December 31, 2016. In addition, the RAP was terminated effective as of December 31, 2020; distribution of pension plan assets in the form of lump sum payments and the purchase of a group annuity contract from a highly rated insurance company is expected to occur in late 2021.
73
-

74
-
2020 PENSION BENEFITS TABLE

~~Supplemental Executive Retirement~~The following provides information relating to potential payments and benefits under our RAP for the NEOs who participate in that program. As noted above, Mr. Mapes and Mr. Hedlund are not participants in the RAP.
Name
Plan Name
Number of
Years Credited
Service(#) Present Value
of Accumulated
Benefit($) Payments
During Last
Fiscal Year($)
Christopher L. Mapes RAP —           —           —
Gabriel Bruno RAP 21¹ 877,176²           —
Steven B. Hedlund RAP —           —           —
Jennifer I. Ansberry RAP 12¹ 346,8002           —
Michele R. Kuhrt RAP 19¹ 1,388,775²           —
Vincent K. Petrella (retired) RAP 21¹           — 1,758,179³
George D. Blankenship (retired) RAP 31¹           — 1,356,984³
(1) Under the RAP, credited years of service equals actual years of service from the date of hire with Lincoln Electric through December 31, 2016, the date that the RAP was amended to cease all future benefit accruals. All of the NEOs, other than Mr. Petrella, are currently under normal retirement age under the terms of the plan.
(2) This represents the actuarial present value of accrued benefits in the RAP for the NEOs who participate at December 31, 2020. However, this is an estimated full value number that is discounted to a current date. The above actuarial present values were determined reflecting plan termination assumptions, including a 77.5% lump sum election assumption, with the lump sum calculated as of September 1, 2021 using interest rate and mortality assumptions prescribed under IRC Section 417(e) and a 120% adjustment to the remaining obligation to reflect insurance pricing. The remaining obligation assumptions assume age 60 commencement, or current age if older, no decrements for death or termination prior to age 60, and the WTW Rate:Link 40th:90th yield curve for discount rate purposes as of December 31, 2020. The mortality assumption is based on Pri-2012 Healthy Retiree table (base year 2012), with blue collar adjustment, projected generationally with Scale MP-2019 as of December 31, 2020. These assumptions are consistent with the assumptions used for year-end accounting obligations for the RAP, except for removing the pre-commencement decrements. All of the NEOs who participate are currently vested in their RAP benefits because they each have at least five years of service with us.
(3) The RAP benefits for Mr. Petrella and Mr. Blankenship were paid as lump sums during 2020 and no further benefits are due to either participant as of December 31, 2020.
The following table provides additional information regarding the RAP benefit:

Name
When Eligible for a Full,
Unreduced Benefit under
the RAP
Accrued Annual Benefit Payable
under the RAP at Age 60
(as of December 31, 2020)($)¹
Christopher L. Mapes     —        —
Gabriel Bruno 2027 56,744
Steven B. Hedlund     —        —
Jennifer I. Ansberry 2033 27,110
Michele R. Kuhrt 2026 84,392
Vincent K. Petrella (retired)     —        —
George D. Blankenship (retired)     —        —
(1) Vested participants who are below the normal retirement age of 60 may receive an earlier reduced benefit after he or she reaches age 55. The RAP benefits for Mr. Petrella and Mr. Blankenship were paid as lump sums during 2020 and no further benefits are due to either participant as of December 31, 2020. As part of the plan termination process, all participants who have not previously commenced benefits will have the opportunity to receive a lump sum or immediate annuity in the second half of 2021.

2020 DEFERRED COMPENSATION BENEFITS
DEFERRED COMPENSATION PLAN (TOP HAT PLAN)
Our Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan) is designed to be a “top-hat” plan that complies with Section 409A of the Internal Revenue Code. Participation is limited to management and highly compensated employees as approved by the Committee.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP)(FROZEN SINCE 2016)
No new participants have been added to the SERP since 2005. Accordingly, neither Mr. Mapes nor Mr. Hedlund, who joined Lincoln Electric after 2005, nor Ms. Ansberry, who was not eligible to participate in the SERP prior to 2005, participates in the SERP. Effective November 30, 2016, the SERP was amended to cease all future benefit accruals and to fully vest those who had a benefit under the SERP. Effective as of December 1, 2016, pursuant to the amendment of the SERP, the value of the frozen accrued vested benefit of each SERP participant was converted to a notional account balance. The account balance was determined by projecting to December 31, 2016 the participant’s SERP benefit and calculating the present value of that projected benefit. Participants have the ability to make investment elections for their account in a manner similar to that undertaken by participants in the ~~amended~~Amended and ~~restated~~Restated 2005 Deferred Compensation Plan for Executives.

~~2018 Pension Benefits Table~~
The following provides information relating to potential payments and benefits under our RAP for the NEOs who participate in those programs. As noted above, Mr. Mapes and Mr. Hedlund are not participants in the RAP.

Name Plan Name Years of Credited
Service (#) Present Value
of Accumulated
Benefits ($) Payments During
the Last Fiscal
Year ($)
Christopher L. Mapes RAP — — —
Vincent K. Petrella RAP 21 ¹ 1,363,097 ² —
George D. Blankenship RAP 31 ¹ 1,053,378 ² —
Steven B. Hedlund RAP — — —
Jennifer I. Ansberry RAP 12 ¹ 222,587 ² —
~~(1)~~  Under the RAP, credited years of service equals actual years of service from the date of hire with Lincoln Electric through December 31, 2016, the date that the RAP was amended to cease all future benefit accruals. All of the NEOs are currently under normal retirement age under the terms of the plan.
~~(2)~~  This represents the actuarial present value of accrued benefits in the RAP for the NEOs who participate at December 31, 2018. However, this is an estimated full value number that is discounted to a current date. The above actuarial present values were determined using a 4.38% discount rate, RP-2014 Annuitant table, with blue collar adjustment, protected generationally with Scale MP-2018, age 60 commencement and no decrements for death or termination prior to age 60. All of the NEOs who participate are currently vested in their RAP benefits because they each have at least five years of service with us.

Name When Eligible for a Full,
Unreduced Benefit under
the RAP Accrued Annual Benefit Payable
under the RAP at Age 60
(as of December 31, 2018) ($)¹
Christopher L. Mapes N/A N/A
Vincent K. Petrella 2020 103,836
George D. Blankenship 2022 85,573
Steven B. Hedlund N/A N/A
Jennifer I. Ansberry 2033 27,110
~~(1)  Vested participants who are below the normal retirement age of 60 may receive an earlier reduced benefit after he or she reaches age 55.~~
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 59
~~EXECUTIVE COMPENSATION~~
~~2018 Deferred Compensation Benefits~~
~~Deferred Compensation Plan (Top Hat Plan)~~
Our amended and restated Deferred Compensation Plan for Executives (Top Hat Plan) is designed to be a “top-hat” plan that complies with Section 409A of the Internal Revenue Code. Participation is limited to management and highly compensated employees as approved by the Committee. Key elements of the Top Hat Plan are as follows:
·  ~~A participant may elect to defer a specified dollar amount or percentage of compensation, up to eighty percent (80%) of his or her base salary and bonus amounts for a deferral period.~~RESTORATION PLAN

·  A participant may elect to defer a specified percentage of RSUs or performance shares, provided the amount cannot exceed one hundred percent (100%) of his or her RSUs or performance shares for the deferral period. Any RSUs or performance shares that are deferred are paid out in common shares (not cash) when distributed from the plan, subject to a participant’s right to diversify RSUs or performance shares deferred, as discussed below.
·  ~~Deferrals are credited to participant accounts based on their elections, and accounts are credited with earnings based on the investment elections made by the participant.~~
·  There are currently 28 investment options, 27 of which mirror the third-party managed investment funds available under our 401(k) Plan and one, Moody’s Corporate Bond Average Index, which preserves an investment option previously available under our old deferred compensation plan. All of the third-party managed investment options track precisely with the returns reported by the investment managers for the funds to which they are associated. The Moody’s Corporate Bond Average Index is derived from pricing data for approximately 100 corporate bonds in the U.S. market, each with current outstandings of over $100 million.
·  RSUs and performance shares deferrals are initially invested solely in a Lincoln Electric Stock fund, with no other plan deferrals eligible for investment into that fund. The plan permits a participant to re-allocate RSUs and performance shares that are deferred on the later of 6 months after the date on which the amounts are allocated to the participant’s account or the date that the participant has satisfied his or her stock ownership guidelines for officers.
·  ~~The plan includes a recovery of funds provision consistent with the requirements of Dodd-Frank.~~
·  Plan distributions are permitted only in the event of separation from service, disability, death, a change in control of the employer or an unforeseeable emergency. Distributions also can be made at a specified time or under a fixed schedule, as stated in the plan at the time of the deferral.
·  Amounts deferred under the plan are distributed when a participant terminates employment with us or elects to receive an in-service distribution, which is available to assist participants in meeting shorter-term financial needs. In-service distributions are payable in a lump-sum payment on a date that is at least one calendar year after the date of the applicable deferral period/plan year. Distributions following death or retirement may be made by payment in five, ten or fifteen annual installments or by payment of a single lump sum, except that accounts valued at less than $35,000 are distributed in a single lump-sum payment. The retirement distribution is available for participants starting at age 55. The plan administrator, in its sole discretion, may also allow for financial hardship distributions in certain circumstances. Loans are not permitted under the plan.
~~Restoration Plan~~
Our Restoration Plan is designed to provide deferred compensation for eligible employees whose annual compensation is expected to be in excess of the Internal Revenue Code limit on compensation (Code Limit) applicable to the 401(k) Plan. ~~Key elements~~
A summary of the Top Hat Plan and Restoration Plan ~~are as follows:~~is provided in the CD&A in the “Overview of Benefits” section.

·  Each participant’s account is credited each year with deferred amounts of (1) a matching employer contribution equal to 3% of annual compensation that is in excess of the Code Limit; and (2) a non-elective employer contribution of 3% of annual compensation that is in excess of the Code Limit.2020 NONQUALIFIED DEFERRED COMPENSATION TABLES

·  Certain employees affected by the RAP freeze are also eligible to receive employer contributions equal to 6% of annual compensation in excess of the Code Limit for a minimum period of five years, up to the end of the year in which they complete 30 years of service.
·  All amounts deferred under the Restoration Plan are fully vested at all times. Amounts credited to participants’ accounts under the Restoration Plan will be payable in cash in accordance with the distribution provisions of the Restoration Plan.
/ 60
·  Upon a participant’s separation from service prior to age 55, distribution of the amount credited to the participant’s account will be made to the participant in a single lump sum payment on the first business day of the seventh month immediately following the participant’s separation from service. Upon a participant’s separation from service on or after age 55, distribution of the amount credited to the participant’s account will be made or commence on the first business day of the seventh month immediately following the participant’s separation from service in the form of (1) a single lump sum payment; or (2) substantially equal annual installments over a period of at least two but not more than 15 years, as elected by the participant.
·  If a participant’s death occurs prior to the distribution of the entire amount credited to his or her account, distribution of the participant’s account will be made to the participant’s beneficiary in the form of a single lump sum payment.
·  ~~Distributions under the Restoration Plan may also be made on account of a participant’s unforeseeable emergency.~~
·  ~~Distributions under the Restoration Plan will be made upon a change in control event within the meaning of Section 409A of the Internal Revenue Code.~~
~~2018 Nonqualified Deferred Compensation Tables~~
The following three tables provide deferred compensation information for ~~2018~~2020 for the NEOs.

~~Top Hat Plan~~

Name Executive
Contributions in
Last Fiscal Year ($) Registrant
Contributions in
Last Fiscal Year ($) Aggregate Earnings in
Last Fiscal Year ($) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at Last
Fiscal Year-End ($)
Christopher L. Mapes 878,671 — (838,656 )¹ — 12,412,234 ²
Vincent K. Petrella 425,000 — 39,299 ³ — 2,638,552 ²
George D. Blankenship 540,540 — (59,850 ) — 614,360 ²
Steven B. Hedlund — — (3,096 ) — 39,654 ²
Jennifer I. Ansberry — — — — —
~~(1)~~  Of the amount reported, $36,779 is included as compensation for 2018 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above and is described in its footnotes.TOP HAT PLAN
~~(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.
~~(3)~~  Of the amount reported, $16,083 is included as compensation for 2018 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above and is described in its footnotes.

~~SERP~~
Effective November 30, 2016, the SERP was amended to cease all future benefit accruals and to fully vest the benefits to each participant who had a benefit under the SERP. The value of the frozen accrued vested benefit was converted into an account balance as of December 1, 2016. The table below reflects the earnings during 2018 related to the SERP. Each participant has the ability to make investment elections for their account balance in a manner similar to that undertaken by participants in the Top Hat Plan.

Name Executive
Contributions in
Last Fiscal Year ($) Registrant
Contributions in Last
Fiscal Year ($) Aggregate Earnings in
Last Fiscal Year ($) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at Last
Fiscal Year-End ($)
Christopher L. Mapes — — — — —
Vincent K. Petrella — — 98,805 ¹ — 2,373,178 ³
George D. Blankenship — — 170,714 ² — 4,099,436 ³
Stephen B. Hedlund — — — — —
Jennifer I. Ansberry — — — — —
(1)  Of the amount reported, $17,402 is included as compensation for 2018 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above and is described in its footnotes.
(2)  Of the amount reported, $30,101 is included as compensation for 2018 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table above and is described in its footnotes.
(3)  The portions of the amount reported that relate to deferral contributions in prior years have all been reported in the Summary Compensation Table in those years to the extent the individual was a NEO for those years.
Name
Executive
Contributions in
Last Fiscal Year($)
Registrant
Contributions in
Last Fiscal Year($)
Aggregate
Earnings
in Last Fiscal
Year($)
Aggregate
Withdrawals/
Distributions($)
Aggregate
Balance
at Last Fiscal
Year-End($)¹
Christopher L. Mapes 429,708² 2,983,030³ 3,628,359⁴ — 23,800,243
Gabriel Bruno        —    162,770⁵    108,446⁶ —      518,194
Steven B. Hedlund        —           —      7,191 —         55,791
Jennifer I. Ansberry        —           —           — —               —
Michele R. Kuhrt        —           —           — —               —
Vincent K. Petrella (retired) 426,666⁷           —   398,016⁸ —   4,157,238
George D. Blankenship (retired)        —    733,876⁹     329,663¹⁰ —   1,817,097

~~LINCOLN ELECTRIC :~~(1) 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.
(2) Included as compensation for 2019 ~~PROXY STATEMENT~~in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and is described in its footnotes.
(3) Represents 30,455 RSUs and $192,516 in cash attributable to dividend equivalents that vested during 2020 and were deferred into the Top Hat Plan.
(4) Of the amount reported, $100,170 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes.
(5) Represents 1,783 Performance Shares and $8,879 in cash attributable to dividend equivalents that vested during 2020 and were deferred into the Top Hat Plan.
(6) Of the amount reported, $382 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes.
/ 6175
-

76
-
~~EXECUTIVE COMPENSATION~~
(7) Of the amount reported, $110,041 is included as compensation for 2020 in the “Salary” column of the Summary Compensation Table and the remainder was included as compensation for 2019 in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and is described in its footnotes.
(8) Of the amount reported, $42,562 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes.
(9) Represents 4,655 RSUs and $21,272 in cash attributable to dividend equivalents and 3,443 PSUs and $17,146 in cash attributable to dividend equivalents that vested during 2020 and were deferred into the Top Hat Plan.
(10) Of the amount reported, $550 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes.
SERP

~~Restoration Plan~~The following table reflects the earnings during 2020 related to the SERP.
Name
Executive
Contributions in Last
Fiscal Year($) Registrant
Contributions in Last
Fiscal Year($)
Aggregate
Earnings in
Last Fiscal Year($)
Aggregate
Withdrawals/
Distributions($)
Aggregate
Balance at Last
Fiscal Year-End($)
Christopher L. Mapes — —       —           —           —
Gabriel Bruno — —       —           —           —
Steven B. Hedlund — —       —           —           —
Jennifer I. Ansberry — —       —           —           —
Michele R. Kuhrt — —       —           —           —
Vincent K. Petrella (retired) — — 76,327¹           — 2,544,086²
George D. Blankenship (retired) — — 121,820³ 4,384,593⁴           —
(1) Of the amount reported, $35,403 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes.
(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.
(3) Of the amount reported, $53,785 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes.
(4) The SERP benefit for Mr. Blankenship was paid as a lump sum during 2020 and no further benefits are due to him as of December 31, 2020.
RESTORATION PLAN
Effective January 1, 2017, all NEOs were eligible to receive deferred compensation amounts credited to an account under the Restoration Plan, providing benefits that could not be provided under the 401(k) Plan due to IRS limitations on covered compensation. The following table ~~below~~ reflects the contributions and earnings under the Restoration Plan attributable to such amounts with respect to ~~2018.~~2020.

Name Executive
Contributions in
Last Fiscal Year ($) Registrant
Contributions in
Last Fiscal Year ($) Aggregate Earnings in
Last Fiscal Year ($) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at Last
Fiscal Year-End ($) Executive
Contributions in Last
Fiscal Year($) Registrant
Contributions in Last
Fiscal Year($)¹
Aggregate
Earnings in
Last Fiscal Year($)
Aggregate
Withdrawals/
Distributions($)
Aggregate
Balance at Last
Fiscal Year-End($)²
Christopher L. Mapes — 158,542 (27,906) — 284,244 — 146,030 136,820         — 822,545
Vincent K. Petrella — 112,390 (22,805) — 231,339
George D. Blankenship — 108,081 (16,070) — 198,789
Stephen B. Hedlund — 32,758 (5,095) — 55,844
Gabriel Bruno — 47,772 40,064         — 263,479
Steven B. Hedlund — 32,540 30,406         — 178,271
Jennifer I. Ansberry — 56,417 (6,768) — 81,347 — 60,280 45,456         — 283,329
Michele R. Kuhrt — 43,233 27,669         — 201,297
Vincent K. Petrella (retired) — 94,610 109,824         — 633,498
George D. Blankenship (retired) — 61,197   (12,841) 216,319 196,277
(1) Amounts reported are included in compensation for 2020 in the “All Other Compensation” column of the Summary Compensation Table above and is described in its footnotes.
(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.

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 continuing NEO would receive in the event of a termination of employment and/or a change in control. Termination events include: a voluntary termination by the executive; normal retirement of the executive (defined as termination at age 60 or ~~later)~~later with 5 years of service); an involuntary, not-for-cause termination by Lincoln Electric; a for-cause termination by Lincoln Electric; a termination upon a change in control; and a termination due to death or disability. In addition, estimated additional compensation amounts are shown in the event of a change in control without termination of employment. The amounts shown assume that each event occurred on December 31, ~~2018,~~2020, the last business day of the calendar year.

~~Termination of Employment~~TERMINATION OF EMPLOYMENT
No written agreements exist that provide additional payments to a NEO in the event of a ~~voluntarily~~voluntary termination of employment with Lincoln Electric or a termination of employment initiated by Lincoln Electric (whether for cause or not). We do not have employment agreements or severance agreements, except for our change in control severance agreements described below.

Pursuant to our standard employment policies, ~~however,~~ upon termination of employment, a NEO would be entitled to receive the same benefits and payments that are generally available to salaried employees:

·• Earned but unpaid base pay, up to the date of termination;
·• Earned and unused ~~vacation,~~paid time off, up to the date of termination;
·• Vested amounts held in the executive’s account under our 401(k) Plan;

·• Amounts held in the executive’s account under our Top Hat Plan (based on the executive’s election);
·• Deferred vested benefits under our RAP—payments for which could begin at normal retirement age 60 or as early as age 55 (but at a reduced amount).; and
• Amounts held in the executive’s account under our Restoration Plan.
~~Change in Control~~
CHANGE IN CONTROL
We have entered into (or were a party to) change in control severance agreements with our NEOs. Pursuant to our change in control severance agreements, in the event of a “change in ~~control” and~~control,” if the NEO’s employment ~~with us~~ is terminated without “cause” (as defined in the change in control severance agreement) or the NEO terminates employment ~~with us~~ for “good reason” (as defined in the change in control severance agreement) during the severance period (as described below) (or for certain other employment terminations prior to and related to the change in control, as described in the change in control severance agreement), we will make severance payments and provide certain benefits as indicated in the Key Compensation Programs table below.

/ 62
The severance period commences on the date of the first occurrence of a change in control and ends on the earlier of (a) the second anniversary of the change in control, or (b) the executive’s death. Our NEOs are required to abide by certain restrictive covenants and execute a release of claims in order to receive certain severance payments and benefits under the change in control severance agreements.

The following events in general would constitute a change in control:

·•  any individual, entity or group is or becomes the beneficial owner of 30% or more of the combined voting power of the then-outstanding voting stock of Lincoln Electric;
·•  a majority of the Board ceases to be comprised of incumbent Directors;

·•  certain reorganizations, mergers or consolidations, or the sale or other disposition of all or substantially all of the assets of Lincoln Electric, or certain other corporate transactions are consummated; or
·•  approval by the shareholders of a complete liquidation or dissolution of Lincoln Electric.
77
-

78
-

Key Compensation Programs
Voluntary
Termination/
Termination
with Cause Involuntary
Termination/
Termination
~~Termination~~
without
Cause Normal
Retirement
(age ~~60)~~60 and 5
years of service)¹ Change in Control
~~Control (with~~
(with Termination)² Change in Control
~~Control (No~~
(No Termination) Death or
Disability
Severance None Company has discretion None Lump-sum payment equal to the sum of base pay and bonus as described in the severance agreement times three for the CEO and times two for other ~~NEOs.~~NEOs ~~N/A~~None ~~N/A~~None
Annual Bonus (EMIP) Forfeited Forfeited Pro-rata portion of ~~EMIP.~~EMIP³ Pro-rata portion of EMIP payment equal to the greater of the actual or target ~~amount.~~amount Pro-rata EMIP payment equal to the greater of the actual or target ~~amount.~~amount Pro-rata portion of ~~EMIP.~~EMIP³
Long-Term Incentive Plan (Performance ~~Share LTIP)~~Shares) Forfeited Forfeited Pro-rata portion of Performance ~~Share LTIPs,~~Shares, based on actual ~~performance.~~performance⁴ ~~Pro-rata portion~~Accelerated vesting of Performance ~~Share LTIPs equal to the greater of~~Shares at target, ~~or actual performance,~~ if replacement award provided and subsequent qualifying ~~termination.~~termination⁵ No accelerated vesting if replacement award provided and continued ~~employment. Pro-rata portion~~employment

Accelerated vesting of Performance ~~Share LTIPs~~Shares granted prior to the change in control ~~equal to the greater of~~at target, ~~or actual performance,~~ if no replacement award ~~provided.~~provided⁵ Vesting of Performance ~~Share LTIPs~~Shares at ~~target.~~
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 63
~~EXECUTIVE COMPENSATION~~
~~Voluntary~~
~~Termination/~~
~~Termination~~
~~with Cause~~ ~~Involuntary~~
~~Termination~~
~~Termination~~
~~without Cause~~ ~~Normal~~
~~Retirement~~
~~(age 60)~~¹ ~~Change in~~
~~Control (with~~
~~Termination)~~² ~~Change in~~
~~Control (No~~
~~Termination)~~ ~~Death or~~
~~Disability~~target
Stock Options Unvested stock options ~~forfeited.~~forfeited

Entitled to exercise vested stock options for a period of three months after ~~termination.~~termination^6,7 Unvested stock options ~~forfeited.~~forfeited

Entitled to exercise vested stock options for a period of three months after ~~termination.~~termination^6,7 Pro-rata vesting of any unvested stock options ~~for all awards on or after December 1, 2010~~ with right to exercise such vested options for the remaining period of the original 10-year ~~term.~~term^5,66 Accelerated vesting of unvested stock options, if replacement award provided and subsequent qualifying ~~termination.~~termination

Entitled to exercise vested stock options for a period of three months after ~~termination.~~termination^6,7 No accelerated vesting if replacement award provided and continued ~~employment.~~employment

Accelerated vesting of unvested stock options granted prior to change in control, if no replacement award ~~provided.~~provided
Accelerated vesting of unvested stock ~~options.~~
options

Entitled to exercise stock options for a period of one year after death or three years after ~~disability.~~disability⁶
RSUs Forfeited Forfeited Pro-rata vesting of RSU ~~awards.~~awards Accelerated vesting of RSU awards, if replacement award provided and subsequent qualifying ~~termination.~~termination No accelerated vesting if replacement award provided and continued ~~employment.~~employment

Accelerated vesting of RSU awards granted prior to change in control, if no replacement award ~~provided.~~provided Vesting of RSU ~~awards.~~awards
Outplacement None None ~~N/A~~None
Maximum of $100,000 for CEO
and $50,000 for the Other ~~NEOs.~~
NEOs ~~N/A~~None ~~N/A~~None

Key Compensation Programs (continued)
Voluntary
Termination/
Termination
with Cause Involuntary
Termination/
Termination
without Cause Normal
Retirement
(age 60 and 5
years of service)¹ Change in Control
(with Termination)² Change in Control
(No Termination) Death or
Disability
280G
Treatment
N/A
N/A
N/A
8
N/A
N/A
Other
Continuing medical and/or dental coverage under COBRA, for which the executive would pay 102% of the applicable ~~premium.~~premium
Continuing medical and/or dental coverage under COBRA, for which the executive would pay 102% of the applicable ~~premium.~~premium
Continuing medical and/or dental coverage ~~as a retiree, with 100%~~under COBRA, for which the executive would pay 102% of the applicable premium ~~paid by the executive.~~

Normal vesting of benefits under the SERP, provided the executive is a ~~participant.~~
participant¹¹⁹
Continuing medical insurance ~~(100%~~(102% of the premium paid by the executive) and life insurance for
a period of three years following the NEO’s termination ~~date.~~date^{9, 10}
9
10
Continuing medical and/or dental coverage with ~~100%~~102% of
the premium paid by the executive (or his or her surviving dependents).

~~(1)~~  ~~Subject to any 409A deferred payment requirements.~~
~~(2)~~  Termination without Cause or termination for Good Reason. With respect to the Performance Shares LTIP, Stock Options and RSUs, such termination without Cause or termination for Good Reason must occur within a period of two years after the Change in Control to receive the accelerated vesting treatment.
~~(3)~~  ~~Based on the executive’s period of employment during the calendar year, subject to achievement of the applicable personal and financial goals.~~
~~(4)~~  ~~Based on the executive’s periods of employment during each of the open three-year cycles and upon completion of each cycle, subject to achievement of the applicable financial goals.~~
~~(5)~~  ~~For awards made prior to December 1, 2010, NEO is entitled to exercise stock options for a period of three years after retirement (after which time the options would expire).~~
~~(6)~~  ~~After which time the vested stock options would expire.~~
~~(7)~~  ~~Vested options canceled if the executive is terminated for cause or the executive engaged in competitive conduct within six months of termination.~~
~~(8)~~  Severance payments reduced to the 280G (excess parachute payment) safe harbor limit, unless the executive would achieve a better after-tax result paying the excise tax imposed on excess parachute payments. No payment, net of taxes, to compensate for any excise tax imposed.
~~(9)~~  ~~Amounts and/or shares (from vested RSUs or performance shares) held in executives’ accounts under the Top Hat Plan automatically paid out.~~
~~(10)~~  ~~No age or service credit under the severance agreement.~~
~~(11)~~  ~~Financial planning services for the year of retirement and for one calendar year thereafter.~~
(1) Subject to any 409A deferred payment requirements.
(2) Provision applicable in the event of a termination without Cause or termination for Good Reason in connection with a Change in Control. With respect to Performance Shares, stock options and RSUs, such termination without Cause or termination for Good Reason must occur within a period of two years after the Change in Control (or in certain employment terminations prior to and related to the change in control) to receive the accelerated vesting treatment.
(3) Based on the executive’s period of employment during the calendar year, subject to achievement of the applicable personal and financial goals.
(4) Based on the executive’s periods of employment during each of the open three-year cycles and upon completion of each cycle, subject to achievement of the applicable financial goals.
(5) With respect to Performance Shares granted prior to 2020, a pro-rata portion of Performance Shares equal to the greater of target or actual performance would vest.
(6) After which time the vested stock options would expire.
(7) Vested stock options canceled if the executive is terminated for cause or the executive engaged in competitive conduct within six months of termination.
(8) Severance payments reduced to the 280G (excess parachute payment) safe harbor limit, unless the executive would achieve a better after-tax result paying the excise tax imposed on excess parachute payments. No payment, net of taxes, to compensate for any excise tax imposed.
(9) Financial planning services for the year of retirement and for one calendar year thereafter.
(10) Amounts and/or shares (from vested RSUs or Performance Shares) held in executives’ accounts under the Top Hat Plan automatically paid out.

/ 6479
-

80
-

Termination and Change in Control Table
The following table sets forth estimates of the potential incremental payments to each of our NEOs (except for Mr. Petrella who retired on October 15, 2020 and Mr. Blankenship who retired on May 31, 2020) upon the specified termination events and upon a change in control, both with and without a qualified termination, ~~of employment,~~ assuming that each such event took place on the last business day of ~~2018.~~2020.

The table does not quantify benefits under plans that are generally available to salaried employees that do not discriminate in favor of NEOs, including the RAP, the 401(k) Plan, the health care plan and the life insurance plan.

The ~~2018 annual bonus~~2020 Annual Bonus (EMIP) amounts represent the difference between target EMIP and actual EMIP payments (as disclosed in the Non-Equity Incentive Plan Compensation column of the ~~2018~~2020 Summary Compensation Table) if target EMIP exceeds actual EMIP in connection with a hypothetical change in control as of the last business day of ~~2018.~~2020. Similarly, the ~~PSU~~amounts shown for LTIP ~~amounts~~(Performance Shares) for ~~2018~~2020 represent the difference between target ~~PSU LTIP~~performance level and actual ~~PSU LTIP~~performance level if target ~~PSU LTIP~~performance level exceeds actual ~~PSU LTIP if~~performance level assuming a change in control occurred on the last business day of ~~2018.~~2020. For ~~2018,~~2020, the ~~PSU~~amounts shown for LTIP ~~amounts below~~(Performance Shares) include the pro-rata portion of the target amounts for the two cycles of the ~~PSU~~Performance Share LTIP ~~(2017-2019~~(2019-2021 cycle and ~~2018-2020~~2020-2022 cycle) that were open as of the last business day of ~~2018.~~2020. The amounts shown for LTIP ~~amounts below do not~~(Performance Shares) also include ~~any value for~~ the ~~2016-2018~~difference between the 2018-2020 Performance Share target amount and the 2018-2020 Performance Share actual ~~PSU LTIP,~~amount, since the cycle paid out ~~above~~below target.

The following table ~~below~~ assumes, in the event of a change in control, replacement awards are provided pursuant to the 2015 Equity and Incentive Compensation Plan’s respective Stock Option Agreement, Restricted Stock Unit Agreement, and Performance Share Agreement (“Agreements”). Pursuant to the Agreements, if the respective equity awards are not replaced, all outstanding equity awards will accelerate as of the closing date of the change in control. In the event of a change in control where no replacement awards are provided, the accelerated equity values are consistent with the accelerated equity values under Change in Control (Replacement Awards; Qualified Termination)~~, shown below.~~.

In addition, the table includes all equity that is accelerated as a result of termination but does not include the value of outstanding equity awards that have previously vested, such as stock options, which awards are set forth above in the Outstanding Equity Awards at December 31, ~~2018~~2020 table. For descriptions of the compensation plans and agreements that provide for the payments set forth in the following table, including our change in control agreements, see the “Elements of Executive Compensation” discussion contained in the CD&A.

Christopher L.
Mapes Gabriel
Bruno Steven B.
Hedlund Jennifer I.
Ansberry Michele R.
Kuhrt
Involuntary Termination/Termination
without Cause before Normal Retirement: $ 0 $ 0 $ 0 $ 0 $ 0
Normal Retirement (Age 60): Not Eligible Not Eligible Not Eligible Not Eligible Not Eligible
LTIP (Performance Shares) N/A N/A N/A N/A N/A
Stock Options–Accelerated Vesting N/A N/A N/A N/A N/A
RSUs–Accelerated Vesting N/A N/A N/A N/A N/A
Change in Control (Replacement Awards;
Qualified Termination): $ 20,039,078 $ 3,616,600 $ 4,645,256 $ 3,200,117 $ 2,439,259
Severance $ 8,664,345 $ 1,433,155 $ 1,773,621 $ 1,643,374 $ 1,318,277
Annual Bonus (EMIP) $ 0 $ 0 $ 0 $ 0 $ 0
LTIP (Performance Shares) $ 1,876,292 $ 164,751 $ 287,231 $ 250,294 $ 141,677
Stock Options–Accelerated Vesting $ 4,199,508 $ 370,721 $ 638,715 $ 561,092 $ 325,386
RSUs–Accelerated Vesting $ 5,198,933 $ 1,597,973 $ 1,895,689 $ 764,576 $ 603,919
Outplacement Estimate $ 100,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
280G Cutback $ 0 $ 0 $ 0 $ (69,219 ) $ 0
Christopher L.
Mapes Vincent K.
Petrella George D.
Blankenship Steven B.
Hedlund Jennifer I.
Ansberry
Involuntary Termination/Termination
without Cause before Normal Retirement $ 0 $ 0 $ 0 $ 0 $ 0
Normal Retirement (Age 60): Not Eligible Not Eligible Not Eligible Not Eligible Not Eligible
Long-Term Incentive Plan (PSU LTIP) $ 0 $ 0 $ 0 $ 0 $ 0
Stock Options—Accelerated Vesting $ 0 $ 0 $ 0 $ 0 $ 0
RSUs—Accelerated Vesting $ 0 $ 0 $ 0 $ 0 $ 0
Change in Control (Replacement Awards; Qualified Termination): $ 14,049,404 $ 4,783,489 $ 3,688,576 $ 3,034,027 $ 2,127,452
Severance $ 8,324,110 $ 2,566,025 $ 2,268,910 $ 1,545,888 $ 1,400,000
2018 Annual Bonus (EMIP) $ 0 $ 0 $ 0 $ 0 $ 0
Long-Term Incentive Plan (PSU LTIP) $ 1,140,062 $ 262,825 $ 215,336 $ 133,489 $ 127,228
Stock Options—Accelerated Vesting $ 614,604      $ 151,252       $ 121,947       $ 56,849       $ 41,247
RSUs–Accelerated Vesting $ 5,305,107 $ 1,753,387 $ 1,032,383 $ 1,247,801 $ 508,977
Outplacement Estimate $ 100,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
280G Cutback $ (1,434,479 ) $ 0 $ 0 $ 0 $ 0
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 65

~~EXECUTIVE COMPENSATION~~
Christopher L.
Mapes Gabriel
Bruno Steven B.
Hedlund Jennifer I.
Ansberry Michele R.
Kuhrt
Change in Control (Replacement Awards; No Termination): $ 0 $ 0 $ 0 $ 0 $ 0
Annual Bonus (EMIP) $ 0 $ 0 $ 0 $ 0 $ 0
LTIP (Performance Shares) 0 0 0 0 0
Stock Options–Accelerated Vesting 0 0 0 0 0
RSUs–Accelerated Vesting 0 0 0 0 0
Death or Disability: $ 12,915,976 $ 2,276,474 $ 3,075,223 $ 1,794,371 $ 1,205,551
LTIP (Performance Shares) $ 3,517,535 $ 307,780 $ 540,819 $ 468,703 $ 276,246
Stock Options–Accelerated Vesting $ 4,199,508 $ 370,721 $ 638,715 $ 561,092 $ 325,386
RSUs–Accelerated Vesting $ 5,198,933 $ 1,597,973 $ 1,895,689 $ 764,576 $ 603,919

Christopher L.
Mapes Vincent K.
Petrella George D.
Blankenship Steven B.
Hedlund Jennifer I.
Ansberry
Change in Control (Replacement Awards; No Termination): $ 0 $ 0 $ 0 $ 0 $ 0
2018 Annual Bonus (EMIP) $ 0 $ 0 $ 0 $ 0 $ 0
Long-Term Incentive Plan (PSU LTIP) N/A N/A N/A N/A N/A
Stock Options—Accelerated Vesting N/A N/A N/A N/A N/A
RSUs—Accelerated Vesting N/A N/A N/A N/A N/A
Death or Disability: $ 8,187,558 $ 2,429,022 $ 1,584,414 $ 1,583,673 $ 816,906
Long-Term Incentive Plan (PSU LTIP) $ 2,267,847      $ 524,383      $ 430,084      $ 279,023      $ 266,682
Stock Options—Accelerated Vesting $ 614,604 $ 151,252 $ 121,947 $ 56,849 $ 41,247
RSUs—Accelerated Vesting $ 5,305,107 $ 1,753,387 $ 1,032,383 $ 1,247,801 $ 508,977
PAYMENTS IN CONNECTION WITH MR. PETRELLA’S RETIREMENT

Upon his retirement, Mr. Petrella received retirement benefits totaling an estimated $1,906,641, in accordance with the terms of the underlying compensation programs, as described in the “Key Compensation Programs” chart. This total includes the pro-rata values of his annual bonus (EMIP) ($508,045), the accelerated vesting of 12,331 stock options (intrinsic value of $134,513, based on the difference of the closing price of our stock on the date of retirement and the option strike price), the accelerated vesting of 5,818 RSUs (intrinsic value of $606,908, representing the closing price of our stock on the date of retirement and accrued dividend equivalents) and the accelerated vesting of 6,303 Performance Shares (intrinsic value of $657,175, representing the closing price of our stock on the date of retirement, at target, and accrued dividend equivalents) under our standard pro-rata vesting policies.
PAYMENTS IN CONNECTION WITH MR. BLANKENSHIP’S RETIREMENT
In connection with Mr. Blankenship’s retirement, the Board, based upon the recommendation of the Compensation and Executive Development Committee, took action to treat Mr. Blankenship as retirement eligible, in recognition of his over 32 years of service with the Company. As a result of this action, Mr. Blankenship became entitled to receive non-accrued retirement benefits totaling an estimated $846,611. This total includes the pro-rata values of his annual bonus (EMIP) ($206,455), the accelerated vesting of 4,116 stock options (with no intrinsic value, as the closing price of our stock on the date of retirement was less than option strike price), the accelerated vesting of 3,563 RSUs (intrinsic value of $304,073, representing the closing price of our stock on the date of retirement and accrued dividend equivalents) and the accelerated vesting of 3,942 Performance Shares (intrinsic value of $336,083, representing the closing price of our stock on the date of retirement, at target, and accrued dividend equivalents) under our standard pro-rata vesting policies, as approved by the Board. See “2020 Summary Compensation Table” and related footnotes for more information.
81
-

82
-
~~Pay Ratio~~PAY RATIO
For ~~2018,~~2020, we estimate that the ratio of the annual total ~~annual~~ compensation of our CEO ($~~7,018,906)~~7,077,536, which is the same amount reported for our CEO in the 2020 Summary Compensation Table) to the annual total ~~annual~~ compensation of our median employee ($~~45,099)~~48,913) is ~~156:~~145:1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below.
In accordance with Item 402(u) of Regulation S-K, in calculating our CEO pay ratio for 2019, we did not believe we experienced a change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure; therefore we looked to use the same median employee as we used to calculate the CEO pay ratio for 2018. However, in 2019, the particular employee we selected in 2018 as our median employee was no longer employed by the Company. As such, and as allowed by SEC rules and regulations, we used a substitute median employee in calculating our 2019 pay ratio. This substitute employee’s compensation is substantially similar to that of the median employee identified in 2018. We are using the same median employee as we used in 2019 in calculating our CEO pay ratio for 2020, as we again do not believe we experienced a change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure.
In accordance with the foregoing, in 2018 we determined our median employee based on total cash and equity compensation paid to our active employees as of October 1, 2018 for the period beginning on January 1, 2018 and ending on December 31, 2018. We included all full time, part time, seasonal and temporary employees, whether employed domestically or overseas, and whether employed directly or by a consolidated subsidiary. Compensation for employees hired during 2018 was annualized for all employees other than seasonal employees. ~~Once~~
Using the same the median employee that was ~~identified,~~used for 2019, annual total ~~annual~~ compensation for the employee for 2020 was calculated using the same methodology used for our NEOs as set forth in the ~~2018~~2020 Summary Compensation Table. Of the employees that were identified as potential median employees, we selected an employee based in the U.S. that was representative of our largest portion of our workforce. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
/ 66

~~MANAGEMENT OWNERSHIP OF SHARES~~

MANAGEMENT OWNERSHIP OF SHARES //

The following table sets forth certain information regarding ownership of shares of common stock of Lincoln Electric as of December 31, ~~2018~~2020 (except as otherwise indicated) by each of our Directors ~~Director nominees~~ and NEOs, ~~(and~~as well as our Directors ~~Director nominees~~ and executive officers as a ~~group).~~group. Except as otherwise indicated, voting and investment power with respect to shares reported in this table are not shared with others.

RSUs and ~~performance shares~~Performance Shares are generally not reflected in the table as there is no ability to ~~vote~~acquire the shares attributable to them within 60 days of December 31, 2020. In addition, any vested RSUs and Performance Shares that are deferred into the Top Hat Plan or ~~invest~~the Non-Employee Directors’ Deferred Compensation Plan are generally not reflected in the table as there is no ability to acquire the shares attributable to them until they ~~vest.~~settle within 60 days of December 31, 2020. The table includes shares that would be received upon the vesting of RSUs within 60 days of December 31, ~~2018.~~2020.

~~BENEFICIAL OWNERSHIP TABLE~~

Directors Number of Shares of Lincoln Electric
Common Stock Beneficially Owned¹ Percent of Class
Curtis E. Espeland 10,543 ² *
Patrick P. Goris 549 ³ *
Stephen G. Hanks 22,042 ² *
Michael F. Hilton 5,313 ² *
G. Russell Lincoln 271,818 ⁵ *
Kathryn Jo Lincoln 844,471 ⁶ 1.33%
William E. MacDonald, III 15,307 ² *
Phillip J. Mason 12,928 ² *
Ben P. Patel 1,113 ⁴ *
Hellene S. Runtagh 25,867 ² *

NEOs
Christopher L. Mapes 398,940 ⁷ *
Vincent K. Petrella 154,950 ⁸ *
George D. Blankenship 114,602 ⁹ *
Steven B. Hedlund 53,968 ¹⁰ *
Jennifer I. Ansberry 20,305 ¹¹ *
All Directors, Director Nominees
and Executive Officers as a group (23 persons)
2,181,610 ¹² 3.39%
BENEFICIAL OWNERSHIP TABLE
Directors Number of Shares of
Lincoln Electric
Common Stock Beneficially
Owned¹ Percent of Class
Curtis E. Espeland 13,491 *
Patrick P. Goris 564 ² *
Stephen G. Hanks 22,055 ² *
Michael F. Hilton 5,313 ² *
G. Russell Lincoln 271,616 ³ *
Kathryn Jo Lincoln 843,601 ^2,4 1.41%
William E. MacDonald, III 13,255 *
Phillip J. Mason 15,876 *
Ben P. Patel 1,113 ² *
Hellene S. Runtagh 26,284 *
Kellye L. Walker — *

NEOs
Christopher L. Mapes 450,998 ⁵ *
Gabriel Bruno 40,930 ⁶ *
Steven B. Hedlund 67,010 ⁷ *
Jennifer I. Ansberry 38,092 ⁸ *
Michele R. Kuhrt 31,224 ⁹ *
Vincent K. Petrella (retired) 102,516 ¹⁰ *
George D. Blankenship (retired) 6,489 ¹¹ *
All Directors and Executive Officers as a group
(22 persons, excluding retired executives) 2,018,458 ¹² 3.35%
*Indicates less than 1%
~~(1)~~  Reported in compliance with the beneficial ownership rules of the SEC, under which a person is deemed to be the beneficial owner of a security, for these purposes, if he or she has or shares voting power or investment power over the security or has the right to acquire the security within 60 days of December 31, 2018. With respect to the NEOs and executive officers, the amounts reported do not include any performance shares that vested and paid out in March 2019, as the number of performance shares to be received by each executive officer was unknown within 60 days of December 31, 2018.
~~(2)~~  ~~Includes 1,347 restricted shares.~~
~~(3)~~  ~~Includes 549 restricted shares.~~
~~(4)~~  ~~Includes 1,113 restricted shares.~~
~~(5)~~  Of the shares reported, Mr. Lincoln held of record 214,923 shares, 1,347 shares of which are restricted shares. An additional 1,028 shares held of record by his spouse. The remaining shares were held of record as follows: 35,154 shares by the Laura R. Heath Family Trust for which Mr. Lincoln serves as a trustee; 20,713 shares by The G.R. Lincoln Family Foundation for which Mr. Lincoln serves as a trustee. Mr. Lincoln disclaims beneficial ownership of the shares held by his spouse, the trusts and the Foundation.
~~(6)~~  Of the shares reported, 42,847 shares were held of record by a trust established by Ms. Lincoln, under which she has sole investment and voting power, and 1,347 shares were held of record by Ms. Lincoln, all of which are restricted shares. The remaining 800,277 shares were held of record by The Lincoln Institute of Land Policy, of which Ms. Lincoln is the Chair, as to which shares Ms. Lincoln disclaims beneficial ownership.
~~(7)~~  Of the shares reported, Mr. Mapes held of record 35,721 shares. Mr. Mapes has the right to acquire 19,915 shares upon the vesting of RSUs within 60 days of December 31, 2018. Mr. Mapes has or had the right to acquire 343,304 shares upon the exercise of stock options within 60 days of December 31, 2018.

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~* Indicates less than 1%
(1) Reported in compliance with the beneficial ownership rules of the SEC, under which a person is deemed to be the beneficial owner of a security, for these purposes, if he or she has, or shares, voting power or investment power over the security or has the right to acquire the security within 60 days of December 31, 2020. With respect to the NEOs and executive officers, the amounts reported do not include any Performance Shares that vested and paid out in March 2021, as the number of Performance Shares to be received by each executive officer was unknown within 60 days of December 31, 2020.
/ 6783
-

~~MANAGEMENT OWNERSHIP OF SHARES~~
84
-

~~(8)~~  Of the shares reported, Mr. Petrella held of record 46,843 shares, 39,837 shares of which are held jointly with spouse and 3,224 shares of which are held in the 401(k) Plan. Mr. Petrella has the right to acquire 4,900 shares upon the vesting of RSUs within 60 days of December 31, 2018. Mr. Petrella has or had the right to acquire 103,207 shares upon the exercise of stock options within 60 days of December 31, 2018.
~~(9)~~  Of the shares reported, Mr. Blankenship held 44,554 shares, 2,140 shares of which are held jointly by Mr. Blankenship and his spouse and 6,002 shares of which are held in the 401(k) Plan. Mr. Blankenship has the right to acquire 3,950 shares upon the vesting of RSUs within 60 days of December 31, 2018. Mr. Blankenship has or had the right to acquire 66,098 shares upon the exercise of stock options within 60 days of December 31, 2018.
~~(10)~~  Of the shares reported, Mr. Hedlund held 9,941 shares, 292 shares of which are held in the SPP Plan, and 2,193 shares of which are held in the 401(k) Plan. Mr. Hedlund has the right to acquire 1,840 shares upon the vesting of RSUs within 60 days of December 31, 2018. Mr. Hedlund has or had the right to acquire 42,187 shares upon the exercise of stock options within 60 days of December 31, 2018.
~~(11)~~  Of the shares reported, Ms. Ansberry held 825 shares. Ms. Ansberry has the right to acquire 1,335 shares upon the vesting of RSUs within 60 days of December 31, 2018. Ms. Ansberry has the right to acquire 18,145 shares upon the exercise of stock options within 60 days of December 31, 2018.
~~(12)~~  Includes 42,225 shares which are RSUs which are held by all executive officers, as a group, that vest within 60 days of December 31, 2018 and 722,639 shares which all executive officers, as a group, have or had the right to acquire upon the exercise of stock options within 60 days of December 31, 2018.
(2) Each of Messrs. Goris, Hanks, Hilton, Patel and Ms. Lincoln had 2,948 RSUs deferred under the Non-Employee Directors’ Deferred Compensation Plan which are not reflected in the above table.
(3) Of the shares reported, Mr. Lincoln held of record 216,870 shares. 1,028 shares held of record by his spouse. The remaining shares were held of record as follows: 35,154 shares by the Laura R. Heath Family Trust for which Mr. Lincoln serves as a trustee; 18,564 shares by The G.R. Lincoln Family Foundation for which Mr. Lincoln serves as a trustee. Mr. Lincoln disclaims beneficial ownership of the shares held by his spouse, the trusts and the Foundation.
(4) Of the shares reported, 43,324 shares were held of record by a trust established by Ms. Lincoln, under which she has sole investment and voting power. The remaining 800,277 shares were held of record by The Lincoln Institute of Land Policy, of which Ms. Lincoln is the Chair, as to which shares Ms. Lincoln disclaims beneficial ownership. Ms. Lincoln has shared voting and shared investment power on these 800,277 shares.
(5) Of the shares reported, Mr. Mapes held of record 38,134 shares. Mr. Mapes has or had the right to acquire 412,864 shares upon the exercise of stock options within 60 days of December 31, 2020. Mr. Mapes had 50,370 RSUs deferred under the Top Hat Plan which are not reflected in the above table.
(6) Of the shares reported, Mr. Bruno held of record 5,620 shares, of which 277 shares are held jointly with spouse. Mr. Bruno has or had the right to acquire 1,841 shares upon the vesting of RSUs within 60 days of December 31, 2020. Mr. Bruno has or had the right to acquire 33,469 shares upon the exercise of stock options within 60 days of December 31, 2020. Mr. Bruno had 4,188 Performance Shares deferred under the Top Hat Plan which are not reflected in the above table.
(7) Of the shares reported, Mr. Hedlund held 15,819 shares of record, 477 shares of which are held in the Stock Purchase Plan, and 2,285 shares of which are held in the 401(k) Plan. Mr. Hedlund has or had the right to acquire 2,503 shares upon the vesting of RSUs within 60 days of December 31, 2020. Mr. Hedlund has or had the right to acquire 48,688 shares upon the exercise of stock options within 60 days of December 31, 2020.
(8) Of the shares reported, Ms. Ansberry held of record 5,366 shares, 20 shares of which are held jointly with her spouse. Ms. Ansberry has the right to acquire 2,430 shares upon the vesting of RSUs within 60 days of December 31, 2020. Ms. Ansberry has or had the right to acquire 30,296 shares upon the exercise of stock options within 60 days of December 31, 2020.
(9) Of the shares reported, Ms. Kuhrt held 6,897 shares of record, 105 shares of which are held in the 401(k) Plan. Ms. Kuhrt has the right to acquire 1,380 shares upon the vesting of RSUs within 60 days of December 31, 2020. Ms. Kuhrt has or had the right to acquire 22,947 shares upon the exercise of stock options within 60 days of December 31, 2020.
(10) Of the shares reported, Mr. Petrella held of record 19,339 shares, of which are held jointly with spouse. Mr. Petrella has or had the right to acquire 83,177 shares upon the exercise of stock options within 60 days of December 31, 2020.
(11) Of the shares reported, Mr. Blankenship held 5,337 shares of record and 1,070 shares of which are held jointly by Mr. Blankenship and his spouse. Mr. Blankenship has or had the right to acquire 1,152 shares upon the exercise of stock options within 60 days of December 31, 2020. Mr. Blankenship had 8,098 RSUs and Performance Shares deferred under the Top Hat Plan which are not reflected in the above table.
(12) Includes 12,663 shares that are RSUs held by all executive officers, as a group, that vest within 60 days of December 31, 2020 and 658,103 shares which all executive officers, as a group, have or had the right to acquire upon the exercise of stock options within 60 days of December 31, 2020.

In addition to the above management holdings, as of December 31, ~~2018,~~2020, the 401(k) Plan held ~~1,342,075~~928,874 shares of our common stock, or approximately ~~2.11%~~1.56% of the shares of our common stock outstanding.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information regarding outstanding ~~options~~Stock Options, RSUs and Performance Shares and shares reserved for issuance under our equity compensation plans as of December 31, ~~2018:~~
Plan category Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
(a)⁽¹⁾ Weighted-average
exercise price
of outstanding
options, warrants
and rights
(b)⁽²⁾ Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)⁽³⁾
Equity compensation plans approved by security holders 2,036,869 $63.19 3,710,464
Equity compensation plans not approved by security holders⁽⁴⁾ — — —
Total 2,036,869 — 3,710,464
~~(1)~~  The amount shown in column (a) includes the following: nonqualified stock options of 1,431,038; deferred restricted stock units of 99,801; performance-based restricted stock units of 107,045 (assuming payout levels at target); and time-based restricted stock units of 398,985.
~~(2)~~  ~~The weighted average exercise price in column (b) includes nonqualified stock options only.~~
~~(3)~~  The amount shown in column (c) represents common shares remaining available under the 2015 Equity and Incentive Compensation Plan (“Employee Plan”) and the 2015 Stock Plan for Non-Employee Directors (“2015 Director Plan”). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards. The 2015 Director Plan provides for the granting of options, restricted shares and restricted stock units. Under the Employee Plan, for any award that is not an Option Right or Appreciation Right, 3.24 common shares are subtracted from the maximum number of common shares available under the plan for every common share issued under the award. For awards of Option Rights or Appreciation Rights, however, only one common share is subtracted from the maximum number of common shares available under the Employee Plan for every common share granted. The amount in the table assumes payout levels at target for performance-based restricted stock units. Under the Director Plan only one common share is subtracted from the maximum number of common shares available for every common share granted.
~~(4)~~  ~~The Company does not maintain equity compensation plans that have not been approved by its shareholders.~~2020:

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~
Plan category
Number of Securities
to Be Issued
Upon Exercise of
Outstanding
Options, Warrants
and Rights
(a)¹
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)²
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected In Column (a))
(c)³
Equity compensation plans approved by security holders 1,770,181 $77.31 2,156,223
Equity compensation plans not approved by security holders⁴             —      —             —
Total 1,770,181      — 2,156,223

Section 16(a) of the Exchange Act requires our Directors, executive officers and beneficial owners of 10% or more of the outstanding shares of common stock of Lincoln Electric to file reports of beneficial ownership and changes in beneficial ownership with respect to our securities with the SEC and to furnish copies of those reports to us. Based solely on a review of the Forms 3, 4 and 5 and amendments thereto furnished to us with respect to the fiscal year ended December 31, 2018, we believe that for the year 2018 all filing requirements were met on a timely basis. Mr. Lincoln filed one late Form 4 with the SEC on July 20, 2018, in connection with a sale of shares from the Samuel Powell Trust that occurred in 2011.
(1) The amount shown in column (a) includes the following: 1,179,761 Nonqualified Stock Options; 87,951 deferred RSUs and deferred Performance Shares; 181,960 Performance Shares (assuming payout levels at maximum—as a result, this aggregate reported number may overstate actual dilution); and 320,509 RSUs.
(2) The weighted average exercise price in column (b) includes nonqualified stock options only.
(3) / The amount shown in column (c) represents common shares remaining available under the 2015 Equity and Incentive Compensation Plan (“Employee Plan”) and the 2015 Stock Plan for Non-Employee Directors (“2015 Director Plan”). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards. The 2015 Director Plan provides for the granting of options, restricted shares and restricted stock units. Under the Employee Plan, for any award that is not an Option Right or Appreciation Right, 3.24 common shares are subtracted from the maximum number of common shares available under the plan for every common share issued under the award. For awards of Option Rights or Appreciation Rights, however, only one common share is subtracted from the maximum number of common shares available under the Employee Plan for every common share68 granted. The amount in the table assumes payout levels at maximum for Performance Shares. Under the Director Plan only one common share is subtracted from the maximum number of common shares available for every common share granted.
(4) The Company does not maintain equity compensation plans that have not been approved by its shareholders.

~~OTHER OWNERSHIP OF SHARES~~

OTHER OWNERSHIP OF SHARES //

Set forth below is information about the number of shares held by any person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be an owner of more than 5% of the shares of our common stock as of December 31, ~~2018.~~2020.

Name and Address of Beneficial Owner ~~No.~~Number of Shares and Nature of
Beneficial Ownership Percent of
Class
The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355 5,599,927¹ 9.39%
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055 ~~6,023,122~~¹ ~~9.48%~~
~~The Vanguard Group~~
~~100 Vanguard Boulevard~~
~~Malvern, Pennsylvania 19355~~ ~~6,151,195~~5,425,301² ~~9.68%~~9.10%
~~State Street Corporation~~JPMorgan Chase & Co.
~~One Lincoln Street~~383 Madison Avenue
~~Boston, Massachusetts 02111~~New York, New York 10179 ~~3,477,034~~3,919,733³ ~~5.47%~~6.57%
~~(1)~~  According to its Schedule 13G/A filed on February 6, 2019, BlackRock, Inc. has sole voting power over 5,775,138 shares and sole dispositive power over 6,023,122 shares. In its Schedule 13G/A filing, BlackRock states that the shares of our common stock reported in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
~~(2)~~  According to its Schedule 13G/A filed on February 12, 2019, The Vanguard Group has sole voting power over 34,988 shares, shared voting power over 7,666 shares, sole dispositive power over 6,114,795 shares and shared dispositive power over 36,400 shares. In its Schedule 13G/A filing, Vanguard Group states that the shares of our common stock reported in the filing were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
~~(3)~~  According to its Schedule 13G/A filed on February 14, 2019, State Street Corporation has shared voting power over 3,382,338 shares and shared dispositive power over 3,477,034 shares. In its Schedule 13G/A filing, State Street Corporation states that the shares of our common stock reported in the filing were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~(1) According to its Schedule 13G/A filed on February 10, 2021, The Vanguard Group has sole voting power over 0 shares, shared voting power over 41,032 shares, sole dispositive power over 5,513,957 shares and shared dispositive power over 85,970 shares. In its Schedule 13G/A filing, The Vanguard Group states that the shares of our common stock reported in the filing were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
(2) According to its Schedule 13G/A filed on January 29, 2021, BlackRock, Inc. has sole voting power over 5,218,485 shares and sole dispositive power over 5,425,301 shares. In its Schedule 13G/A filing, BlackRock states that the shares of our common stock reported in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
(3) According to its Schedule 13G filed on January 25, 2021, JPMorgan Chase & Co. has sole voting power over 3,779,992 shares and sole dispositive power over 3,919,720 shares. In its Schedule 13G filing, JPMorgan Chase & Co. states that the shares of our common stock reported in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
/ 6985
-

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~
86
-

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION //

During ~~2018, none~~2020, each of Messrs. MacDonald, Hilton, and Mason and Ms. Lincoln, Ms. Runtagh and Ms. Walker served on the Compensation and Executive Development Committee. No Compensation and Executive Development Committee ~~members were employees~~member was an employee of Lincoln Electric or any of its subsidiaries, and there were no reportable business relationships between Lincoln Electric and the Compensation and Executive Development Committee members. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation and Executive Development Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board.
/ 70

~~EXECUTIVE BIOGRAPHIES~~

~~EXECUTIVE BIOGRAPHIES //~~ANNUAL MEETING PROPOSALS

~~The biographies of our executive officers are hereby incorporated by reference from our Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019 on page 9.~~
~~BOARD PROPOSALS //~~
PROPOSAL ~~1—ELECTION OF DIRECTORS~~1
~~Proposal 1 can be found beginning on page 13~~
Election of ~~this Proxy Statement.~~12 Directors to serve until 2022 Annual Meeting or until their successors are duly elected and qualified
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.
➜ See “Proposal 1 - Election of Directors” beginning on page 19 of this Proxy Statement for additional information.
PROPOSAL ~~2—RATIFICATION OF INDEPENDENT AUDITORS~~2
Ratification of independent registered public accounting firm
~~A proposal will be presented at~~
The Board recommends a vote FOR this proposal.
Our Board of Directors recommends that shareholders vote “FOR” the ~~Annual Meeting to ratify~~ratification of the appointment of Ernst & Young LLP as ~~our~~Lincoln Electric’s independent ~~auditors to examine our books of account and other records and our internal control over financial reporting~~registered public accounting firm for the ~~fiscal~~ year ending December 31, ~~2019.~~2021.

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

2018     2017     2020 2019
Audit Fees $3,318,000 $3,474,000 $2,713,000 $3,034,000
Audit-Related Fees 72,000 14,000               —       60,000
Tax Fees 436,000 235,000      445,000     180,000
All Other Fees 0 0               —              —
Total Fees $3,826,000 $3,723,000 $3,158,000 $3,274,000

Audit Fees include fees associated with the annual integrated audit of the financial statements and internal control over financial reporting in ~~2018~~2020 and ~~2017,~~2019, the reviews of our quarterly reports on Form 10-Q, certain statutory audits required for our international subsidiaries and services provided in connection with regulatory filings with the SEC. Audit-Related Fees for ~~2018 and 2017~~2019 primarily relate to audit-related services associated with ~~audits of employee benefit plans,~~ acquisitions, new accounting pronouncements and other ~~audit-related requirements with~~ international statutory ~~audits.~~requirements. Tax Fees include tax compliance and tax advisory services. All Other Fees include the fees billed for products and services provided other than the services reported under Audit Fees, Audit-Related Fees and Tax Fees.

~~Audit Committee Pre-Approval Policies and Procedures~~AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services performed by our independent auditors, including the scope of and fees for such services. Generally, requests for audit, audit-related and tax services, each as defined in the policy, must be presented for approval prior to the performance of such services, to the extent known at that time. For ~~2018,~~2020, the Audit Committee has resolved that four specific categories of services, namely audit services, audit-related services, ~~related to acquisitions, new accounting pronouncements and other international statutory requirements,~~ tax advisory services, and tax compliance services, are permissible without itemized pre-approval in an amount not to exceed for each service:

Pre-Approval Amount Services
$200,000
Audit, and Audit-Related services for acquisitions, new accounting pronouncements and other international statutory requirements
$800,000 Tax Advisory and Tax Compliance services
~~(For 2017, the Pre-Approval Amount for the four categories of services was $200,000 for each service)~~
87
-

88
-

Itemized detail of all such services performed is subsequently provided to the Audit Committee. In addition, our independent auditors are prohibited from providing certain services described in the policy as prohibited services. All of the fees included in Audit Fees, Audit-Related Fees and Tax Fees shown above were pre-approved by the Audit Committee (or included in the $200,000 or $800,000 limits, as applicable, for certain services as detailed above).

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 71
~~BOARD PROPOSALS~~
Generally, requests for independent auditor services are submitted to the Audit Committee by our Executive Vice President, CFO and Treasurer (or other member of our senior financial management) and our independent auditors for consideration at the Audit Committee’s regularly scheduled meetings. Requests for additional services in the categories mentioned above may be approved at subsequent Audit Committee meetings to the extent that none of such services is performed prior to its approval (unless such services are included in the categories of services that fall within the dollar limits detailed above). The Chairman of the Audit Committee is also delegated the authority to approve independent auditor services requests under certain dollar thresholds provided that the pre-approval is reported at the next meeting of the Audit Committee. All requests for independent auditor services must include a description of the services to be provided and the fees for such services.

Representatives of Ernst & Young LLP are expected to be ~~present~~available at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate shareholder questions. Although ratification of the appointment of the independent auditors is not required by law, the Audit Committee and the Board believe that shareholders should be given the opportunity to express their views on the subject. While not binding on the Audit Committee or the Board, the failure of the shareholders to ratify the appointment of Ernst & Young LLP as our independent auditors would be considered by the Board in determining whether or not to continue the engagement of Ernst & Young LLP. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of independent auditors, whether or not our shareholders ratify the appointment.

~~Majority Vote Needed~~MAJORITY VOTE NEEDED
Ratification requires the affirmative vote of the majority of the shares of our common stock present or represented and entitled to vote on the matter at the Annual Meeting. Unless otherwise directed, shares represented by proxy will be votedFORratification of the appointment of Ernst & Young LLP. Abstentions will have the same effect as a vote “against” the proposal.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTEFORRATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT ~~AUDITORS~~REGISTERED PUBLIC
ACCOUNTING FIRM
/ 72

PROPOSAL ~~3—ADVISORY VOTE ON EXECUTIVE COMPENSATION~~3
~~At our 2018 Annual Meeting, approximately 98%~~
Approval, on an advisory basis, of NEO Compensation
The Board recommends a vote FOR this proposal.
Our Board recommends that shareholders vote “FOR” the ~~shareholders who voted~~approval, on ~~the “say-on-pay” proposal voted for~~an advisory basis, of the compensation of our NEOs. The Compensation and Executive Development Committee believes that the shareholder vote reinforces the philosophy and objectives of our executive compensation program. Our next say-on-pay vote will be held at the 2020 Annual Meeting.NEOs for 2020.
The Compensation and Executive Development Committee believes that the historically positive say-on-pay shareholder votes reinforce the philosophy and objectives of our executive compensation program. We conduct annual say-on-pay votes. Our next say-on-pay vote will be held at the 2022 Annual Meeting.

Our compensation philosophy is to pay for performance, a philosophy that has been rooted in our history and tradition for ~~nearly~~ 125 years. Our compensation program consists of elements designed to complement one another and focus on both short-term and long-term performance. The Compensation and Executive Development Committee regularly reviews peer group data and best practices and trends related to executive compensation to help ensure that our programs are properly aligned with our business strategy and philosophy, as well as promote shareholder value. The Committee receives advice from independent consultants. In addition to the information provided earlier in the CD&A section, ~~above,~~ we believe shareholders should consider the following in determining whether to approve this proposal:
~~Our Culture and Performance~~
OUR CULTURE AND PERFORMANCE
To maintain a performance-driven culture, we:

·• expect our executives to deliver above-market financial results;
·
• take action when needed to address specific business challenges; and
• provide systems that tie executive compensation to superior financial performance;

·  ~~take action when needed to address specific business challenges; and~~
·• maintain good governance practices in the design and operation of our executive compensation programs.

We have a long track record of delivering increased value to our shareholders.

~~Pay for Performance~~PAY FOR PERFORMANCE
In designing our executive compensation programs, a core philosophy is that our executives should be rewarded when they deliver financial results that provide value to our shareholders. Therefore, we have established a program that ties executive compensation to superior financial performance.
89
-

90
-

We have a balanced pay mix between short-term and long-term incentives:

·• Base Salaries.Base salaries for our NEOs are generally targeted at the 45th percentile of benchmark data (below market median). For ~~2018,~~2020, the average base salary increase for the continuing NEOs was ~~6.5%, largely as a result of recent promotions. Excluding promotions, the average base salary increase was 2.8%~~0.5%.
·• Annual Bonus Awards Are Aligned with Our Performance and Contain a Balanced Mix of Metrics.The total cash compensation for our NEOs, which includes base pay and the annual bonus (EMIP), is targeted at the 65th percentile of benchmark data (above market median). The EMIP is based on a balance of metrics—both financial and personal—with the financial components based on EBITB and AOWC/Sales for Compensation Purposes and with a mix of consolidated and, if applicable, segment performance. For ~~2018,~~2020, annual bonus payments for the continuing NEOs increased ~~11%, largely as a result of recent promotions. Excluding promotions, annual bonus payments increased 3%~~19%.

·• Performance Share ~~LTIP~~ Payouts Were ~~Above Targets.~~Slightly Below Target. For the ~~2016-2018~~2018-2020 performance cycle, the Performance ~~Share LTIP~~Shares paid out ~~above~~slightly below target, as a result of ROIC for Compensation Purposes performance above target and Adjusted Net Income for Compensation Purposes performance ~~above~~below threshold.
·• Long-Term Incentives Are Aligned with the Interests of Our Shareholders.We believe that incentives should be based on factors that deliver long-term sustainability for Lincoln Electric. Therefore, the NEOs receive three types of long-term incentives. The three components are: (1) stock options, (2) RSUs and (3) a Performance ~~Share LTIP.~~Shares. Total awards are targeted at the 50th percentile of benchmark data (at market median).

~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 73
~~BOARD PROPOSALS~~

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

·• Officers Are Subject to Stock Ownership Guidelines
·• Compensation and Executive Development Committee Receives Regular Updates
·• Compensation and Executive Development Committee Retains Independent Advisors
·• No Compensation Consultant Conflicts of Interest
·• No Multi-Year Guarantees on Compensation
·• No Dividends on Unvested RSUs or Performance Shares

·• Broad Clawback Policy
·• Change in Control Agreements Require a Double-Trigger
·• No Tax Gross-Ups
·• No Hedging or Pledging of Lincoln Electric ~~stock~~Stock by ~~officers~~Officers
·• Limited Perquisites
As illustrated above, the Compensation and Executive Development Committee has and will continue to take action to structure our executive compensation program in a manner that is performance-based, current with best practices and good corporate governance and aimed at sustaining long-term shareholder value. The Board believes that the executive compensation disclosed in the CD&A section, tabular disclosures (including the ~~2018~~2020 Summary Compensation Table) and other narrative disclosures in this ~~proxy statement~~Proxy Statement aligns with our peer group pay practices and compensation philosophy.

~~Upon~~As required under the ~~recommendation~~Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the ~~Board, and for the reasons stated above,~~Securities Exchange Act of 1934, we ~~ask shareholders~~are asking you to ~~consider~~cast an advisory (non-binding) vote on the following ~~resolution:~~resolution at the Annual Meeting:

RESOLVED,that the compensation awarded to our NEOs, as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) in this Proxy Statement, as required by the rules of the Securities and Exchange Commission, is hereby approved on an advisory basis.

~~Your Vote Matters to Us~~YOUR VOTE MATTERS TO US
As an advisory vote, this proposal is not binding on us. However, the Compensation and Executive Development Committee, which is responsible for designing and administering our executive compensation programs, values the opinions expressed by shareholders in their vote on this proposal and ~~will~~expects to consider the outcome of the vote when making future compensation decisions for NEOs.

~~Majority Vote Needed~~MAJORITY VOTE NEEDED
A favorable vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote on the matter is necessary for approval of the proposal. Abstentions will have the same effect as a vote “against” the proposal and broker non-votes will not be counted for determining whether the proposal is approved.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE, FOR APPROVAL, ON AN ADVISORY BASIS,~~FORAPPROVAL~~ OF
OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

/ 7491
-

~~AUDIT COMMITTEE REPORT~~
92
-

AUDIT COMMITTEE REPORT //

The Audit Committee consists solely of independent Directors within the meaning of the Nasdaq listing standards. The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Annual Report, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee ~~under PCAOB Auditing Standard No. 1301,~~~~Communications with Audit Committees~~.by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received and has discussed with the independent auditors written disclosures regarding their independence as required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence.

The Audit Committee discussed with our internal and independent auditors the overall scope and plan for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, ~~2018~~2020 for filing with the SEC. The Audit Committee and the Board have also recommended the selection of Ernst & Young LLP as our independent auditors for the year ending December 31, ~~2019~~2021 and the ratification thereof by the shareholders.

By the Audit Committee:
Stephen G. Hanks, Chair
Curtis E. Espeland
Patrick P. Goris
~~Michael F. Hilton~~
G. Russell Lincoln
Ben P. Patel
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 75

~~FAQS~~

FAQS //

Who is soliciting proxies and why? Who is paying for the cost of this proxy solicitation?
~~Your~~
The Board solicits the proxy ~~is being solicited by our Board~~ and ~~we will pay~~ the ~~cost of~~Company pays the ~~solicitation.~~solicitation cost. Certain ~~of our~~ officers and ~~other~~ employees may also solicit proxies, but ~~will~~do not receive ~~any additional~~ compensation for these activities. ~~In addition, we~~We also reimburse custodians, nominees and fiduciaries for reasonable expenses incurred ~~in forwarding~~to forward and obtain proxy materials tofrom beneficial ~~owners and obtaining their proxies.~~holders.

How do we distribute proxy materials to shareholders sharing the same address?
~~To reduce the expense of delivering duplicate voting materials, we have taken advantage of~~
We use “householding” ~~rules. These~~ rules ~~permit us~~ to deliver only one set of voting materials (Annual Report and Proxy Statement) to shareholders who share the same ~~address; meaning only~~address, unless we receive contrary instructions from one ~~copy of the Annual Report, proxy statement and any other shareholder communications will be sent to those households.~~or more shareholders at that address. Each shareholder ~~will, however, receive~~receives a separate proxy card. We will promptly deliver upon request a separate set of proxy materials.

How do I obtain a separate set of proxy ~~materials?~~
~~If you share an address with another shareholder and have received only one copy of the proxy~~ materials ~~you may request that we send a separate copy to you~~ at no ~~cost. You may also request that we send only one set of these materials to you if you are receiving multiple copies. You may make these requests by sending~~cost?
Send a written notice to the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio ~~44117.~~44117-1199.

Who may vote?
Record holders as of the close of business on February ~~28, 2019, the~~26, 2021 (the record ~~date,~~date) are entitled to vote at the Annual Meeting. ~~On that~~As of the record date, ~~63,097,077~~59,659,764 shares of our common stock were ~~outstanding. Each~~outstanding and each share is entitled to one vote ~~on each~~per proposal brought before the meeting.

What is required for there to be a quorum at the Annual Meeting?
Holders of at least a majority of the shares of our common stock issued and outstanding on the record date (February ~~28, 2019)~~26, 2021) must be present, in person or by proxy, ~~for there~~ to beconstitute a ~~quorum in order to conduct business at the meeting.~~quorum.

~~May~~How do I attend and participate in the Annual ~~Meeting in person?~~Meeting?
~~Registered holders~~
Any shareholder of ~~our common shares, as well as beneficial owners of our common shares who submit appropriate documentation, as described below, may attend the Annual Meeting in person if they held their shares~~record as of the record date (February ~~28, 2019)~~26, 2021) can attend the Annual Meeting online at www.virtualshareholdermeeting.com/LECO2021. ~~If you plan~~The webcast will start at 11:00 a.m. ET. Shareholders may submit pre-meeting questions online by visiting www.proxyvote.com. Questions must be submitted by Monday, April 19, 2021 at 5:00 p.m. ET. You will need your 16-digit control number that is printed on your proxy card or on the instructions that accompanied your proxy materials to access the meeting. Instructions on how to attend the Annual Meeting ~~and~~ are ~~a registered holder,~~posted at www.virtualshareholdermeeting.com/LECO2021. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process.
If you encounter any technical difficulties accessing the virtual meeting during check-in or meeting time, please ~~check~~call the ~~attendance box~~technical support number that will be posted on the ~~proxy card or indicate so when prompted if you are voting by telephone or over the Internet.~~Virtual Shareholder Meeting log in page.

Why is the Annual Meeting a virtual, online meeting?
As a part of our precautions regarding COVID-19 (coronavirus), we have decided to hold our Annual Meeting in a virtual meeting setting. We believe that hosting a virtual meeting under the current environment will facilitate shareholder attendance and participation by enabling shareholders to participate from any location around the world and improves our ability to communicate more effectively with our shareholders. We have designed the virtual meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. We are providing opportunities for shareholders to submit questions prior to the meeting to enable us to address appropriate questions at the Annual Meeting.
What is the difference between holding shares as a registered shareholder ~~of record and~~or as a beneficial holder?
·Registered Shareholders: ~~Shareholder of Record.~~If your shares are directly registered in your name with our transfer agent/registrar, you are considered the registered shareholder, or shareholder of ~~record and these proxy~~record. Proxy materials ~~have been~~will be sent directly to ~~you. You~~you and you may vote ~~in person~~during the meeting at ~~the meeting. You may also grant us your proxy to vote your shares~~www.virtualshareholdermeeting.com/LECO2021, or by telephone, ~~via the~~by Internet, or by ~~mailing your signed proxy card~~mail in the envelope provided.
93
-

94
-
·Beneficial ~~Holder of Shares Held in “Street Name.”~~IfHolders: You are a beneficial holder if your shares are held indirectly in a brokerage account, by a trustee, or by another ~~nominee, then that person is~~nominee. These entities are considered the shareholder of record and the shares are considered held in “street name.” WeProxy materials are sent ~~these proxy materials~~ to ~~that other person,~~the entity and they ~~have been forwarded to you with~~forward a voting instruction ~~card.~~card to you, the beneficial holder. As a beneficial ~~owner,~~holder, you have the right to direct ~~your nominee~~the entity on how to vote your shares and you ~~are~~may also ~~invited to~~ attend the ~~meeting. However,~~Annual Meeting online. Since you are not the shareholder of record, ~~and~~ you may not vote ~~in person at~~during the meeting unless you obtain a legal proxy from the ~~nominee~~entity that holds your shares. Please refer to the information your broker, trustee or nominee provided to see what voting options are available to you. If you have not heard from your broker, trustee or nominee, please contact ~~them as soon as possible.~~them.

/ What shares are included on the proxy card?
76Shareholder type: Registered Shareholder & participant in The Lincoln Electric Company Employee Savings Plan (401(k) Plan) Beneficial Holder with shares held by a broker, trustee or nominee Both a Registered Shareholder and a Beneficial Holder of shares
Shares included on the proxy card:
All shares registered in your name will be represented (including 401(k) plan shares)
Note: If you do not have identical names on your accounts, we cannot consolidate your share information.
You will receive a voting instruction form from your broker, trustee or nominee instructing you on how to vote. You will receive a proxy card from us and a voting instruction form from your broker, trustee or nominee instructing you on how to vote.

~~What shares are included on the proxy card?~~
If you are both a registered shareholder and a participant in The Lincoln Electric Company Employee Savings Plan (401(k) Plan), you may have received one proxy card that shows all the shares registered in your name, including any dividend reinvestment plan shares, and all shares you have credited to your 401(k) Plan account. Accordingly, your proxy card also serves as your voting directions to the 401(k) Plan Trustee.
Please note, however, that unless the identical name(s) appeared on all your accounts, we were not able to consolidate your share information. If that was the case, you received more than one proxy card and must vote each one separately.
~~If your shares are held through a nominee, you will receive either a voting form or a proxy card from them, instructing you on how to vote your shares.~~
~~If you are both a record holder of shares and a beneficial holder of additional shares, you will receive a proxy card(s) directly from us as well as a voting instruction card from your nominee.~~
What is a broker non-vote and what effect does it have?
Brokers or other nominees who hold our common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner. However, your nominee is not permitted to vote on your behalf on the election of Directors (Proposal 1) and other non-routine matters (Proposal 3) unless you provide specific voting instructions to them by following the instructions provided to you.
A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial ~~owner~~holder and ~~does not have~~is then unable to vote the ~~discretion to direct the voting of the~~ shares.~~Therefore, if~~If you hold your shares beneficially through a broker, trustee or nominee, you must communicate your voting instructions to them to have your shares ~~voted.~~voted. Please note that your nominee cannot vote on your behalf on the election of Directors (Proposal 1) and the approval, on an advisory basis, of NEO compensation (Proposal 3) unless you provide specific voting instructions to them by following the instructions provided to you.

Broker non-votes, as well as abstentions, will be counted ~~for purposes of calculating~~to determine whether a quorum is present at the Annual ~~Meeting, but broker~~Meeting. Broker non-votes will not be counted when determining votes for ~~purposes of determining the number of votes present in person or represented by proxy and entitled to vote~~a particular proposal (i.e., it will not be considered a vote “cast”) ~~with respect to a particular proposal.~~.

How do I vote?
Registered ~~Holders~~Shareholders
~~If your shares are registered in your name, you may vote in person~~ Vote during the meeting at www.virtualshareholdermeeting.com/LECO2021 or by proxy in any one of four ways outlined in the Proxy Summary section of this Proxy Statement.

Participants in the 401(k) Plan
~~If you participate in the~~The 401(k) ~~Plan, the plan’s~~Plan’s independent Trustee, Fidelity Management Trust Company, will vote your 401(k) Plan shares according to your voting ~~directions. You may give your voting~~ directions, ~~to the plan Trustee~~which you can provide by Internet, by telephone or by mail. ~~If you do not return your voting instruction card or do not vote over the Internet or by telephone, the Trustee will not vote your plan shares. Because~~As 401(k) Plan shares are held in a qualified plan, you are not able to vote 401(k) Plan shares ~~in person at~~during the Annual Meeting. If you do not vote, the Trustee will not vote your plan shares.

Beneficial Holders ~~of Shares Held in “Street Name”~~
If your shares are held by a bank, broker, trustee or some other nominee (in street name), that entity will give you separate voting instructions.

~~If you hold your shares in street name, and you also wish to vote at the Annual Meeting, you must obtain a proxy, executed in your favor, from your nominee.~~
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / 77
~~FAQS~~
What happens if I sign, date and return my proxy but do not specify how I want my shares voted on the proposals?
Registered ~~Shareholders~~
~~If you sign, date and return your proxy card but do not specify how you want to vote your shares, your~~Shareholders: Your shares will be votedFORthe election of all of the Director nominees,FORthe ratification of the appointment of our independent ~~auditors,~~registered public accounting firm, andFORthe approval, on an advisory basis, of the compensation of our NEOs.

~~“Street Name” Shareholders~~
Beneficial Holders: Your nominee ~~may vote your uninstructed shares only on those proposals on which it has discretion to vote. Your nominee does not have discretion to~~cannot vote your uninstructed shares on non-routine matters such as Proposal 1 (election of Directors) and Proposal 3 ~~(advisory vote~~(approval, on ~~executive~~an advisory basis, of NEO compensation). ~~However, your~~Your nominee ~~does have discretion to~~can vote your uninstructed shares on routine matters such as Proposal 2 (ratification of the appointment of our independent ~~auditors)~~registered public accounting firm).

May I revoke my proxy or change my vote?
~~Yes. If you are a registered holder,~~Registered Shareholders: Yes, you may change or revoke your proxy prior to the closing of the polls in any one of the following FOUR ways:
~~1.  By sending a written notice to our Corporate Secretary stating that you want to revoke your proxy;~~
~~2.  By submitting a properly completed and signed proxy card with a later date (which will automatically revoke the earlier proxy);~~
~~3.  By entering later-dated voting instructions by telephone or Internet (which will automatically revoke the earlier proxy); or~~
4.  By voting in person at the Annual Meeting after requesting that the earlier proxy be revoked. Because 401(k) plan shares are held in a qualified plan, you are not able to revoke or change your vote on 401(k) plan shares at the Annual Meeting.

1. Send a written notice to our Corporate Secretary stating that you want to revoke your proxy;
If
2. Mail a completed and signed proxy card with a later date, but prior to the cut-off dates prior to the Annual Meeting (which will automatically revoke the earlier proxy);
3. Vote by telephone or Internet at a later date, but prior to the cut-off dates prior to the Annual Meeting (which will automatically revoke the earlier proxy); or
4. Vote during the Annual Meeting at www.virtualshareholdermeeting.com/LECO2021. Because 401(k) plan shares are held in a qualified plan, you are not able to revoke or change your vote on 401(k) plan shares at the Annual Meeting.
Beneficial Holders: Check with your ~~shares are held by a nominee, you will have to check with your~~broker, trustee or nominee to determine how to change your vote.

Who counts the votes?
~~We have engaged~~ Broadridge Financial Solutions, Inc. ~~as our~~is the independent agent ~~to receive~~who receives and ~~tabulate~~tabulates the votes. ~~Broadridge will~~They are also ~~act as~~ our inspector of elections at the Annual Meeting.

May I receive future shareholder communications over the Internet?
~~If you are a registered shareholder, you may consent to receiving future shareholder communications (e.g., proxy materials) over the Internet instead of the mail. You may give your consent by marking~~Registered Shareholders: Yes. Please mark the appropriate box on your proxy card, or ~~following~~follow the prompts ~~given you when you vote~~if voting by telephone or ~~over the~~ Internet. If you choose electronic access, once there is sufficient interest in electronic delivery, we will discontinue mailing materials to you. However, you will still receive a proxy card, together with a formal notice of the meeting, in the mail.

Providing shareholder communications over the Internet may reduce our printing and postage costs and the number of paper documents that you would otherwise receive. Once you give your consent, it will remain in effect until you inform us otherwise.
~~If your shares are held through a nominee, check~~Beneficial Holders: Refer to the information provided by ~~that entity for instructions~~your nominee on how to ~~choose to access~~select future shareholder communications ~~over the~~by Internet.

/ 78
When are shareholder proposals due ~~for next year’s Annual Meeting in 2020?~~
~~In order for proposals~~ to be considered for inclusion in next year’s Annual Meeting in 2022?
In order to have a shareholder proposal included in our proxy ~~statement~~materials for the ~~2020~~2022 Annual Meeting, a shareholder proposal must be received in writing by the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199 on or before November ~~23, 2019. In addition, if~~19, 2021.
If shareholders want to present proposals at our ~~2020~~2022 Annual Meeting that are not included in Lincoln Electric’s proxy materials, they must comply with the requirements ~~set forth~~ in our Amended and Restated Code of Regulations. ~~Specifically, they must provide~~These include providing a written notice containing certain information, and such notice must be received no earlier than December 23, 2021 and no later than January ~~25, 2020 and no earlier than December 26, 2019.~~22, 2022. If the Board of Directors chooses to present any information submitted after the applicable deadlines at the ~~2020~~2022 Annual Meeting, then the persons named in proxies solicited by the Board for the ~~2020~~2022 Annual Meeting may exercise discretionary voting power with respect to such information.

May I submit a nomination for Director?
~~Our~~Yes. A shareholder must send a written notice to the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199. The notice must include information about the shareholder and the person he or she intends to nominate, which is required by our Amended and Restated Code of ~~Regulations permits shareholders to nominate persons for election as a Director but requires that nominations~~Regulations. Nominations must be received in the Corporate Secretary’s Office at least 80 days before the date of the annual meeting at which the nomination is to be made.
If we have not publicly announced the date of the annual meeting more than 90 days prior to the annual meeting date, shareholder nominations ~~must~~would have needed to be received in the Corporate Secretary’s Office no later than the close of business on the tenth day following the day on which we publicly announced the date of the annual meeting.
For ~~this year’s~~the 2021 Annual Meeting, we had to receive nominations ~~not~~no later than the close of business on January ~~28, 2019,~~22, 2021, as we publicly announced the date of this year’s Annual Meeting on January ~~15, 2019,~~12, 2021, which is more than 90 days prior to this year’s Annual Meeting date. Accordingly, no additional nominations can be made for this year’s Annual Meeting.
To nominate a candidate for election as Director, a shareholder must send a written notice to the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199. The notice must include the information about the shareholder and about the person he or she intends to nominate that is required by our Amended and Restated Code of Regulations.
~~How do I contact Lincoln Electric?~~
~~For general information, shareholders may contact Lincoln Electric at the following address:~~
~~Lincoln Electric Holdings, Inc.~~
~~22801 St. Clair Avenue~~
~~Cleveland, Ohio 44117-1199~~
~~Attention: Amanda Butler, Vice President, Investor Relations & Communications~~
~~Throughout the year, you may visit our website at www.lincolnelectric.com~~ ~~for information about current developments at Lincoln Electric.~~
~~How do I contact the Directors?~~
~~Shareholders may send communications to any or all of our Directors through the Corporate Secretary at the following address:~~
~~Lincoln Electric Holdings, Inc.~~
~~22801 St. Clair Avenue~~
~~Cleveland, Ohio 44117-1199~~
~~Attention: Corporate Secretary~~
The name of any specific intended Board recipient should be noted in the communication. Prior to forwarding any correspondence, the Corporate Secretary will review such correspondence and, in his or her discretion, not forward certain items if they are deemed of a frivolous nature or otherwise inappropriate for the Board’s consideration. In such cases, some of that correspondence may be forwarded elsewhere within Lincoln Electric for review and possible response.
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~
/ 7995
-

~~APPENDIX A—DEFINITIONS AND NON-GAAP FINANCIAL MEASURES~~
96
-

HOW DO I CONTACT LINCOLN ELECTRIC?
FOR GENERAL INFORMATION:
Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
Attention: Amanda Butler,
Vice President, Investor
Relations & Communications
TO CONTACT THE DIRECTORS:
Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
Attention: Corporate Secretary
Please name any specific intended Board recipient(s) in the communication. Prior to forwarding any correspondence, the Corporate Secretary will review the correspondence and, at his or her discretion, may not forward certain items if they are deemed of a frivolous nature or otherwise inappropriate for the Board’s consideration. In such cases, some of that correspondence may be forwarded elsewhere within Lincoln Electric for review and possible response.
Please visit our website at www.lincolnelectric.com for current developments at Lincoln Electric. The information on our website is not incorporated by reference into this Proxy Statement or any of our periodic reports.

APPENDIX A—DEFINITIONS AND NON-GAAP FINANCIAL MEASURES //

The discussion of our results in the CD&A and other sections of this Proxy Statement includes reference to our EBIT, EBITB, Adjusted net income, Adjusted diluted earnings per share, Adjusted EBIT, Adjusted operating income, Adjusted operating income margin, Adjusted effective tax rate, Return on Invested Capital (ROIC), Average Operating Working Capital to Sales (AOWC/Sales), ~~3-year and 5-year~~ Total Shareholder Return (TSR), Organic Sales, Cash Conversion and Free Cash Flow (FCF) performance. Some of these metrics are considered Non-GAAP financial measures, as management uses various GAAP and non-GAAP financial measures in assessing and evaluating our underlying operating performance. Non-GAAP financial measures exclude the impact of special items on our reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States (“GAAP”), as ~~non-GAAP~~non- GAAP measures are a supplement to, and not a replacement for, GAAP financial measures. The following defines the financial and non-GAAP financial measures discussed in the CD&A and other sections of this Proxy ~~Statement:~~Statement. Certain reclassifications have been made to prior year financial statements and financial measures to conform to current year classifications.

ADJUSTED DILUTED EARNINGS PER SHARE
Adjusted Diluted Earnings Per Share is defined as reported Diluted Earnings Per Share excluding certain disclosed
special items.

ADJUSTED EBIT
Adjusted EBIT is defined as reported EBIT excluding certain disclosed special items.

ADJUSTED EFFECTIVE TAX RATE
Adjusted Effective Tax Rate is defined as reported Effective Tax Rate excluding the tax effect of certain disclosed
special items.

ADJUSTED NET INCOME
Adjusted Net Income is defined as reported Net Income excluding certain disclosed special items.

ADJUSTED NET INCOME FOR COMPENSATION PURPOSES
Adjusted Net Income for Compensation Purposes is defined as reported Net Income excluding certain disclosed special items and other adjustments as approved by the Compensation and Executive Development Committee.

ADJUSTED OPERATING INCOME
Adjusted Operating Income is defined as reported Operating Income excluding certain disclosed special items.

ADJUSTED OPERATING INCOME MARGIN
Adjusted Operating Income Margin is defined as Adjusted Operating Income divided by Net sales.

AOWC/SALES
AOWC/Sales is defined as net operating working capital as of period end divided by annualized rolling three months of sales. Net operating working capital is defined as Accounts receivable plus Inventory less Trade accounts payable.
97
-

98
-

AOWC/SALES FOR COMPENSATION PURPOSES
AOWC/Sales for Compensation Purposes is defined as the three-month average operating working capital (gross accounts receivable plus gross inventory less trade accounts payable) divided by the rolling twelve-months of sales calculated at budgeted exchange rates and adjusted for the results of businesses acquired during the year.

CASH CONVERSION
Cash Conversion is defined as Free Cash Flow divided by Adjusted Net Income.

EBIT
EBIT is an amount equal to earnings before interest and tax defined as operating income plus ~~equity earnings in affiliates and other income.~~Other income (expense).

EBITB
EBITB is an amount equal to earnings before interest, tax and bonus, calculated at budgeted exchange rates and adjusted for special items as determined by management. The adjustments for special items include such items as rationalization charges, certain asset impairment charges, the gains and losses on certain transactions including the disposal of assets and the results of businesses acquired during the year. Adjusted Operating Income is a representative measure of EBITB.

/ ~~A-1~~
FREE CASH FLOW (FCF)
Free Cash Flow is defined as Net cash provided by operating activities less Capital expenditures.

ORGANIC SALES
Organic Sales is defined as sales excluding the effects of foreign currency and acquisitions.

RETURN ON INVESTED CAPITAL (ROIC)
ROIC is defined as rolling 12 months of Adjusted net income excluding tax-effected interest income and expense divided by Invested capital. Invested capital is defined as total debt, which includes Amounts due banks, Current portion of long-term debt and Long-term debt, less current portion, plus Total equity.

RETURN ON INVESTED CAPITAL (ROIC) FOR COMPENSATION PURPOSES
ROIC for Compensation Purposes is calculated by an independent third-party and is adjusted for certain transactions as approved by the Compensation and Executive Development Committee. In 2015, pension settlement charges primarily related to the purchase of a group annuity contract were excluded. In 2016, the ROIC for Compensation Purposes was adjusted to exclude the incremental balance in cash and marketable securities as of December 31, 2016 compared with the December 31, 2013 balance, as well as interest expense, associated with the long-term notes drawn as a result of the execution of our capital allocation strategy.

TOTAL SHAREHOLDER RETURN (TSR)
TSR is an amount equal to the net stock price change for our common stock plus the reinvestment of dividends paid over the prescribed period of time.

ADJUSTED OPERATING INCOME
~~Adjusted Operating Income~~
The following table presents a reconciliation of Operating income as reported to Adjusted operating income for the years ended December 31, ~~2009~~2018 to ~~2018:~~

($ in thousands) Year Ended December 31,
2018 2017 2016 2015 2014 2013 2012 2011 2010 2009
Operating income (as reported) $ 375,539 $ 376,942 $ 283,614 $ 324,582 $ 367,080 $ 413,705 $ 376,801 $ 305,719 $ 200,182 $ 115,252
Special items (pre-tax):
Rationalization and asset impairment charges 25,285 6,590 — 19,958 30,053 8,463 9,354 282 (384 ) 29,897
Venezuela deconsolidation and remeasurement losses — — 34,348 27,214 21,133 12,198 — — 3,123 —
Bargain purchase gain — (49,650 ) — — — — — — — —
Acquisition transaction and integration costs 4,498 15,002 — — — — — — — —
Amortization of step up in value of acquired inventories — 4,578 — — — — — — — —
Other — — — — — 705 1,381 — — —
Adjusted operating income $ 405,322 $ 353,462 $ 317,962 $ 371,754 $ 418,266 $ 435,071 $ 387,536 $ 306,001 $ 202,921 $ 145,149
Adjusted operating income margin 13.4% 13.5% 14.0% 14.7% 14.9% 15.3% 13.6% 11.4% 9.8% 8.4%
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / ~~A-2~~
~~APPENDIX A—DEFINITIONS AND NON-GAAP FINANCIAL MEASURES~~2020:

($ in thousand) Year Ended December 31,
2020 2019 2018
Operating income (as reported) $ 282,071 $ 370,910 $ 375,539
Special items (pre-tax):
Rationalization and asset impairment charges 45,468 15,188 25,285
Gains on asset disposals — (3,045 ) —
Acquisition transaction and integration costs — 1,804 4,498
Amortization of step up in value of acquired inventories 806 3,008 —
Adjusted operating income $ 328,345 $ 387,865 $ 405,322
Adjusted operating income margin 12.4 % 12.9 % 13.4 %
~~Adjusted Net Income and Adjusted Diluted Earnings per Share~~
ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE
The following table presents reconciliations of Net income and Diluted earnings per share as reported to Adjusted net income and Adjusted diluted earnings per share for the years ended December 31, ~~2009~~2018 to ~~2018:~~2020:

($ in thousands except per share amounts) Year Ended December 31,
2018 2017 2016 2015 2014 2013 2012 2011 2010 2009
Net income (as reported) $ 287,066 $ 247,503 $ 198,399 $ 127,478 $ 254,686 $ 293,780 $ 257,411 $ 217,186 $ 130,244 $ 48,576
Special items:
Rationalization and asset impairment charges 25,285 6,590 — 19,958 30,053 8,463 9,354 282 (384 ) 29,897
Venezuela deconsolidation and remeasurement losses — — 34,348 27,214 21,133 12,198 — — 3,123 —
Pension settlement charges 6,686 8,150 — 142,738 — — — — — (2,144 )
Bargain purchase gain — (49,650 ) — — — — — — — —
Acquisition transaction and integration costs 4,498 15,002 — — — — — — — —
Amortization of step up in value of acquired inventories — 4,578 — — — — — — — —
Other — — — — (805 ) (363 ) 1,381 — 1,782 2,877
Tax effect of Special items (6,896 ) 20,536 (8,293 ) (57,204 ) 861 (890 ) (2,387 ) (4,889 ) (5,165 ) (6,108 )

Adjusted net income $ 316,639 $ 252,709 $ 224,454 $ 260,184 $ 305,928 $ 313,188 $ 265,759 $ 212,579 $ 129,600 $ 73,098
Diluted earnings per share (as reported) $ 4.37 $ 3.71 $ 2.91 $ 1.70 $ 3.18 $ 3.54 $ 3.06 $ 2.56 $ 1.53 $ 0.57
Special items per share $ 0.45 $ 0.08 $ 0.38 $ 1.78 $ 0.64 $ 0.23 $ 0.10 $ (0.05 ) $ (0.01 ) $ 0.29
Adjusted diluted earnings per share $ 4.82 $ 3.79 $ 3.29 $ 3.48 $ 3.82 $ 3.77 $ 3.16 $ 2.51 $ 1.52 $ 0.86

($ in thousands except per share amounts) Year Ended December 31,
2020 2019 2018
Net income (as reported) $ 206,115 $ 293,109 $ 287,066
Special items:
Rationalization and asset impairment charges 45,468 15,188 25,285
Pension settlement charges 8,119 — 6,686
Gains on asset disposals — (3,554 ) —
Gain on change in control — (7,601 ) —
Acquisition transaction and integration costs — 1,804 4,498
Amortization of step up in value of acquired inventories 806 3,008 —
Tax effect of Special items (10,594 ) (7,386 ) (6,896 )
Adjusted net income $ 249,914 $ 294,568 $ 316,639

Diluted earnings per share (as reported) $ 3.42 $ 4.68 $ 4.37
Special items per share $ 0.73 $ 0.02 $ 0.45
Adjusted diluted earnings per share $ 4.15 $ 4.70 $ 4.82

/ ~~A-3~~99
-

100
-

RETURN ON INVESTED CAPITAL (ROIC)
~~Return on Invested Capital (ROIC)~~
The following table presents calculations of ROIC for the years ended December 31, ~~2009~~2018 to ~~2018:~~

($ in thousands) Year Ended December 31,
2018 2017 2016 2015 2014 2013 2012 2011 2010 2009
Adjusted net income $ 316,639 $ 252,709 $ 224,454 $ 260,184 $ 305,928 $ 313,188 $ 265,759 $ 212,579 $ 129,600 $ 73,098
Plus: Interest expense(after-tax) 18,386 14,947 11,775 13,469 6,439 1,767 2,597 4,164 4,156 5,293
Less: Interest income(after-tax) 5,206 2,955 1,291 1,675 1,909 2,049 2,471 1,938 1,479 2,150
Adjusted net income before tax effected interest 329,819 264,701 234,938 271,978 310,458 312,906 265,885 214,805 132,277 76,241
Invested capital $ 1,590,252 $ 1,638,720 $ 1,417,799 $ 1,287,073 $ 1,356,435 $ 1,549,775 $ 1,378,596 $ 1,296,620 $ 1,247,183 $ 1,209,392
Return on invested capital 20.7% 16.2% 16.6% 21.1% 22.9% 20.2% 19.3% 16.6% 10.6% 6.3%
~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~ / ~~A-4~~
2020:

($ in thousands) Year Ended December 31,
2020 2019 2018
Adjusted net income $ 249,914 $ 294,568 $ 316,639
Plus: Interest expense (after-tax) 17,933 19,465 18,386
Less: Interest income (after-tax) 1,486 1,896 5,206
Adjusted net income before tax effected interest $ 266,361 $ 312,137 $ 329,819
Invested capital $ 1,508,440 $ 1,566,348 $ 1,590,252
Return on invested capital 17.7 % 19.9 % 20.7 %
CASH CONVERSION
The following table presents calculations of Cash Conversion for the years ended December 31, 2018 to 2020:

($ in thousands) Year Ended December 31,
2020 2019 2018
Cash flow from operations $ 351,362 $ 403,185 $ 329,152
Less: Capital expenditures 59,201 69,615 71,246
Free Cash Flow $ 292,161 $ 333,570 $ 257,906
Adjusted net income $ 249,914 $ 294,568 $ 316,639
Cash Conversion 117 % 113 % 81 %

22801 ST. CLAIR AVE.
~~C/O~~c/o JENNIFER ANSBERRY
CLEVELAND, OH 44117

VOTE BY ~~INTERNET—~~INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April ~~23, 2019.~~21, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~During The Meeting - Go to www.virtualshareholdermeeting.com/LECO2021

~~If you would like to reduce~~You may attend the ~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years.~~the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April ~~23, 2019.~~21, 2021. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received no later than 11:59 P.M. Eastern Time the day before the cut-off date.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~E55671-P16948~~D30695-P49101 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

LINCOLN ELECTRIC HOLDINGS, INC. For
All Withhold
All For All
Except To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
The Board of Directors Recommends a VoteFOR the nominees listed in Proposal 1,FOR Proposal 2 andFOR Proposal 3. All of the proposals have been proposed by Lincoln Electric. The shares represented by your proxy will be voted in accordance with the voting instructions you specify below.
o o o

1. Election of directors:
Nominees:
01) Curtis E. Espeland 07) William E. MacDonald, III
02) Patrick P. Goris 08) Christopher L. Mapes
03) Stephen G. Hanks 09) Phillip J. Mason
04) Michael F. Hilton 10) Ben P. Patel
05) G. Russell Lincoln 11) Hellene S. Runtagh
06) Kathryn Jo Lincoln For Against Abstain

2. Ratification of the appointment of Ernst & Young LLP as our independent auditors for the year ending December 31, 2019. o o o

3. To approve, on an advisory basis, the compensation of our named executive officers. o o o

In their discretion, the proxies named herein are also authorized to take any action upon any other business that may properly come before the Annual Meeting, or any adjournment(s) or postponement(s) to the Annual Meeting.

Address Change? Mark box, sign, and indicate changes on the back:
o
Yes No

I plan to attend the Annual Meeting. o o I consent to access future shareholder communications over the Internet as stated in the proxy statement. o o
Yes No
Please sign exactly as your name(s) appear(s) on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. If you sign, date and return your proxy but do not give specific voting instructions, your votes will be cast FOR all nominees in Proposal 1, FOR Proposal 2 and FOR Proposal 3.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LINCOLN ELECTRIC HOLDINGS, INC. For
All Withhold
All For All
Except To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
The Board of Directors Recommends a Vote FOR the nominees listed in Proposal 1, FOR Proposal 2 and FOR Proposal 3. All of the proposals have been proposed by Lincoln Electric. The shares represented by your proxy will be voted in accordance with the voting instructions you specify below.
o o o

1. Election of directors:
Nominees:
01) Curtis E. Espeland 07) William E. MacDonald, III
02) Patrick P. Goris 08) Christopher L. Mapes
03) Stephen G. Hanks 09) Phillip J. Mason
04) Michael F. Hilton 10) Ben P. Patel
05) G. Russell Lincoln 11) Hellene S. Runtagh
06) Kathryn Jo Lincoln 12) Kellye L. Walker For Against Abstain

2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021. o o o

3. To approve, on an advisory basis, the compensation of our named executive officers. o o o

In their discretion, the proxies named herein are also authorized to take any action upon any other business that may properly come before the Annual Meeting, or any adjournment(s) or postponement(s) to the Annual Meeting.

Yes No

I consent to access future shareholder communications over the Internet as stated in the proxy statement. o o

Please sign exactly as your name(s) appear(s) on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. If you sign, date and return your proxy but do not give specific voting instructions, your votes will be cast FOR all nominees in Proposal 1, FOR Proposal 2 and FOR Proposal 3.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LINCOLN ELECTRIC HOLDINGS, INC.

ANNUAL MEETING OF SHAREHOLDERS

~~Wednesday,~~Thursday, April ~~24, 2019~~22, 2021
11:00 a.m. (ET)

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report with Form 10-K are available at www.proxyvote.com.

~~E55672-P16948~~D30696-P49101

LINCOLN ELECTRIC HOLDINGS, INC. PROXY AND VOTING INSTRUCTION

THIS PROXY AND THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL ~~24, 2019.~~22, 2021.
The shareholder signing this card appoints Christopher L. Mapes, ~~Vincent K. Petrella~~Gabriel Bruno and Jennifer I. Ansberry, together or separately, as proxies, each with the power to appoint a substitute. They are directed to vote, as indicated on the reverse side of this card, all the Lincoln Electric common shares held by the signing shareholder on the record date, at the Annual Meeting of Shareholders to be held at ~~Lincoln Electric's Welding Technology & Training Center, 22800 St. Clair Avenue, Cleveland, Ohio at~~ 11:00 a.m., ~~local time,~~Eastern Time, on April ~~24, 2019,~~22, 2021, via live webcast at www.virtualshareholdermeeting.com/LECO2021 or at any postponement(s) or adjournment(s) of the meeting, and, in their discretion, on all other business properly brought before the meeting or at any postponement(s) or adjournment(s) of the meeting.
As described more fully in the proxy statement and below, this card also provides voting instructions to Fidelity Management Trust Company, as Trustee under The Lincoln Electric Company Employee Savings Plan (“401(k) Plan” or “Plan”). The signing Plan participant directs the Trustee to vote, as indicated on the reverse side of this card, all the Lincoln Electric common shares credited to the account of the signing Plan participant as of the record date, at the Annual Meeting of Shareholders, and in the Trustee's discretion, on all other business properly brought before the meeting.
NOTE TO PARTICIPANTS IN THE 401 (K) PLAN. As a participant in the 401(k) Plan, you have the right to direct Fidelity Management Trust Company, as Trustee for the Plan, to vote the shares allocated to your Plan account. Participant voting directions will remain confidential. To direct the Trustee by mail to vote the shares allocated to your Plan account, please mark the voting instruction form and sign and date it on the reverse side. A postage-paid envelope for mailing has been included with your materials. To direct the Trustee by telephone or over the Internet to vote the shares allocated to your Plan account, please follow the instructions and use theCompany Number given on the reverse side. Each participant who gives the Trustee voting directions acts as a named fiduciary for the 401(k) Plan under the provisions of the Employee Retirement Income Security Act of 1974, as amended.
If you do not give specific voting directions on the voting instruction form or when you vote by phone or over the Internet, the Trustee will vote the Plan shares as recommended by the Board of Directors. If you do not return the voting instruction form or do not vote by phone or over the Internet by 11:59 p.m. Eastern Time on April ~~21, 2019,~~19, 2021, the Trustee shall not vote the Plan shares. Plan shares representing forfeited account values that have not been reallocated at the time of the proxy solicitation will be voted by the Trustee in proportion to the way other 401(k) Plan participants directed their Plan shares to be voted.

~~Address Changes/Comments:~~

~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)~~

See reverse for voting instructions.

Check the appropriate box:
o	Preliminary Proxy Statement
o	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under Rule 14a-12


Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:


	DATE & TIME THURSDAY, APRIL 22, 2021 11:00 AM ET PLACE Online at www.virtualshareholdermeeting.com/LECO2021 ACCESS Online at www.virtualshareholdermeeting.com/LECO2021. You must have your 16-digit control number which is printed on your proxy card. PARTICIPATION Submit pre-meeting questions online by visiting www.proxyvote.com before Monday, April 19, 2021 at 5:00 pm ET. RECORD DATE Shareholders of record on the close of business on February 26, 2021 are entitled to vote at the 2021 Annual Meeting.
	HOW TO CAST YOUR VOTE Your vote is important! Please vote your shares promptly in one of the following ways:


	~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~	/ BY INTERNET 01Visit www.proxyvote.com until April 21, 2021

		BY PHONE Call 1-800-690-6903 by April 21, 2021

		BY MAIL Sign, date and return your proxy card or voting instruction form, which must be received by April 21, 2021

		DURING MEETING Vote online on April 22, 2021 during the Annual Meeting at
	www.virtualshareholdermeeting.com/LECO2021


~~PROPOSAL 1~~ ~~To elect eleven Director nominees named in this Proxy Statement to hold office until the 2020 Annual Meeting~~	~~FOReach nominee~~	~~PAGE~~13
~~PROPOSAL 2~~ ~~To ratify the appointment of Ernst & Young LLP as independent auditor for the 2019 fiscal year~~	~~FOR~~	~~PAGE~~71
~~PROPOSAL 3~~ ~~To approve, on an advisory basis, the compensation of our named executive officers (NEOs)~~	~~FOR~~	~~PAGE~~73

	2020 GOAL (VS. 2011 BASELINE)	2020 PERFORMANCE (VS. 2011 BASELINE)
Safety (DART)	75% Reduction	Record 85% Reduction
Greenhouse Gas Emissions (Absolute)	15% Reduction	Record 36% Reduction
Energy Intensity	30% Reduction	25% Reduction¹
Recycling (All Waste)	70% Rate	Record 75.1% Rate


þ	Filed by the Registrant	o	Filed by a Party other than the Registrant

By Order of the Board of Directors, Christopher L. Mapes Chairman, President and Chief Executive Officer	· ~~Address any other business that properly comes before the meeting~~ Shareholders of record on the close of business on February 28, 2019, the record date, are entitled to vote at the Annual Meeting. Your vote is very important! Please vote your shares promptly in one of the four	~~ways noted on page 5. We appreciate your continued confidence in Lincoln Electric and we look forward to seeing you at the Annual Meeting!~~ ~~Sincerely,~~ ~~Christopher L. Mapes~~ ~~Chairman, President and Chief Executive Officer~~ Jennifer I. Ansberry Executive Vice President, General Counsel and Secretary

BOARD COMPOSITION AND PRACTICES
Size of Board		11*	~~Number of fully independent Board committees~~	412*
Number of independent Directors		10	~~Independent Directors meet without management~~	~~Yes~~11
Average age of Directors	62	~~Director attendance at Board & committee meetings~~	~~>75%~~63
Percent diverse (among independent directors)	~~27%~~36%
Female Directors	~~Mandatory retirement age (75)~~3
Non-white Directors	~~Yes~~2
Board meetings held in ~~2018~~2020	5	~~Stock ownership requirements for Directors~~	~~Yes~~6
New Directors in the last 5 years	3	~~Annual Board and committee self-assessments~~	~~Yes~~
Average ~~Tenure~~tenure (years)	~~11.2~~	~~Code of Ethics for Directors, officers & employees~~	~~Yes~~12.2
Annual election of Directors	~~Yes~~	~~Succession planning and implementation process~~	~~Yes~~✔
Majority voting policy for Directors	~~Yes~~	~~Environmental & risk management review~~	~~Yes~~✔
Lead Independent Director		~~Yes~~	✔


Number of fully independent Board committees	4
Independent Directors meet without management	✔
Director attendance at Board and committee meetings	>75%
Mandatory retirement age (75)	✔
Stock ownership guidelines for Directors	✔
Annual Board and committee self-assessments	✔
Code of Conduct and Ethics for Directors, officers & employees	✔
No overboarded Directors (per ISS or Glass Lewis)	✔
Succession planning and implementation process	✔
Strategy, ESG and risk management oversight	✔
Corporate culture, diversity and inclusion oversight	✔

SHAREHOLDER PROTECTIONS
One share, One vote standard	✔
Dual-class common stock or Poison pill	✘
Cumulative voting	✘
Vote standard for Code of Regulations amendment	67%
Shareholder right to call a special meeting	✔*
Annual election of Directors	✔
Majority voting policy for Directors	✔
Lead Independent Director	✔
Executive sessions without management present	✔

COMPENSATION PRACTICES
Pay for Performance	✔
Annual Say-on-Pay Advisory Vote	✔
Compensation aligned with strategic goals and individual performance	✔
Incentive plans do not encourage excessive risk taking	✔
No excessive perquisites	✔
Robust stock ownership guidelines for NEOs	✔
Clawback policy	✔
Double-trigger change-in-control	✔
Anti-hedging/pledging policy	✔
CEO Pay Ratio	145:1

ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) POLICIES AND ENVIRONMENTAL GOALS
Compensation and Executive Development Committee oversight of corporate culture, diversity and inclusion	✔
Audit Committee oversight of ESG matters, including environmental, health & safety	✔
Audit Committee oversight of information security matters	✔
ESG performance incorporated into CEO’s annual performance goals	✔
Global Code of Conduct and Ethics	✔
Human Rights Policy	✔
No-Harassment Policy	✔
Anti-Corruption Policy	✔
Supplier Code of Conduct	✔
Environmental, Health, Safety & Quality Policy	✔
Environment management system	✔
Long-term safety and environmental goals	✔

~~2018 Executive Compensation Practices~~ 2020 EXECUTIVE COMPENSATION PRACTICES
What We Do		What We Don’t Do
We have long-term compensation programs focused on profitability, net income growth, ROIC and total shareholder returns	ü ✔	We do not allow hedging or pledging of our shares	✘
We use targeted performance metrics to align pay with performance	ü ✔	We do not reprice stock options and do not issue discounted stock options without shareholder approval	✘
We maintain stock ownership ~~requirements (~~5xguidelines (5x base salary for CEO; 3x base salary for other ~~NEOs~~)NEOs)	ü✔	We do not provide excessive perquisites	✘
We have shareholder-approved incentive plans	ü✔	We do not have multi-year guarantees for compensation increases	✘
We have a broad clawback policy	ü✔
We have a double-trigger change in control policy	ü✔




	~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~	/ 09 NO ADJUSTMENTS TO COMPENSATION PROGRAMS FOR THE COVID-19 PANDEMIC

Key Performance Metrics Tied to Executive Compensation
Metric	~~Annual~~ Short-Term Compensation (Annual Bonus)	Long-Term Incentive ~~Programs~~Compensation ~~(3-yr~~Program (3-yr Performance Cycle)
EBITB^1,2(Earnings before interest, taxes and bonus)	ü✔
Average Operating Working Capital to Sales²ratio	ü✔
Consolidated, segment and individual performance	ü✔
Adjusted Net Income²growth		ü✔
Return on Invested Capital (ROIC)²		ü✔
Total Shareholder Return (TSR)²		ü✔
Individual Performance Goals³	✔

	2018	2017
Audit Fees	$3,318,000	$3,474,000
Audit-Related Fees	72,000	14,000
Tax Fees	436,000	235,000
All Other Fees	0	0
Total Fees	$3,826,000	$3,723,000

(2)


~~LINCOLN ELECTRIC : 2019 PROXY STATEMENT~~	/ 11
		Financial performance measures used in the design of the executive compensation program are defined in Appendix A. Average Operating Working Capital to Sales for Compensation Purposes, Adjusted Net Income for Compensation Purposes, and Return on Investment Capital for Compensation Purposes have discrete definitions relative to our executive compensation program.


~~TABLE OF CONTENTS~~




~~BUSINESS OVERVIEW~~	2
NOTICE OF ANNUAL MEETING	5
~~PROXY SUMMARY~~BUSINESS OVERVIEW	6
~~PROPOSAL 1—ELECTION OF DIRECTORS~~PROXY SUMMARY	13
~~DIRECTOR NOMINEES~~9	14
~~CORPORATE GOVERNANCE~~	20
~~COMPENSATION-RELATED RISK~~	23
~~RELATED PARTY TRANSACTIONS~~	23
~~OUR BOARD COMMITTEES~~	23
~~DIRECTOR COMPENSATION~~	27
~~EXECUTIVE COMPENSATION~~	30
~~COMPENSATION DISCUSSION AND ANALYSIS~~	31
~~COMPENSATION COMMITTEE REPORT~~	51
~~EXECUTIVE COMPENSATION TABLES~~	52
~~TERMINATION AND CHANGE IN CONTROL ARRANGEMENTS~~	62
~~PAY RATIO~~	66
~~MANAGEMENT OWNERSHIP OF SHARES~~	67
~~BENEFICIAL OWNERSHIP TABLE~~	67
~~EQUITY COMPENSATION PLAN INFORMATION~~	68
~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	68
~~OTHER OWNERSHIP OF SHARES~~	69
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~	70
~~EXECUTIVE BIOGRAPHIES~~	71
~~BOARD PROPOSALS~~	71
PROPOSAL 1—ELECTION OF DIRECTORS	7119
~~PROPOSAL 2—RATIFICATION OF INDEPENDENT AUDITORS~~Director Nominees	7120
~~PROPOSAL 3—ADVISORY VOTE ON~~ Corporate Governance	26
Compensation-Related Risk	30
Related-Party Transactions	30
Our Board Committees	31
Director Compensation	33
EXECUTIVE COMPENSATION	7337
Compensation Discussion And Analysis	38
Compensation Committee Report	63
Executive Compensation Tables	64
Termination And Change In Control Arrangements	77
Pay Ratio	82
MANAGEMENT OWNERSHIP OF SHARES	83
Beneficial Ownership Table	83
Equity Compensation Plan Information	84
OTHER OWNERSHIP OF SHARES	85
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	86
ANNUAL MEETING PROPOSALS	87
Proposal 1—Election Of Directors	87
Proposal 2—Ratification Of Independent Registered Public Accounting Firm	87
Proposal 3—Approval, On An Advisory Basis, Of Named Executive Officer Compensation	89
AUDIT COMMITTEE REPORT	7592
FAQS	7693
APPENDIX A—DEFINITIONS AND NON-GAAP FINANCIAL MEASURES	~~A-1~~97

~~Curtis E. Espeland~~	~~G. Russell Lincoln~~	~~Phillip J. Mason~~
~~Patrick P. Goris~~	~~Kathryn Jo Lincoln~~	~~Ben P. Patel~~
~~Stephen G. Hanks~~	~~William E. MacDonald, III~~	~~Hellene S. Runtagh~~
~~Michael F. Hilton~~	~~Christopher L. Mapes~~


	~~Recent Business Experience:~~CURTIS E. ESPELAND Director since 2012 Lead Independent Director since 2018 COMMITTEES: Audit Finance AGE: 56 OTHER PUBLIC COMPANY DIRECTORSHIPS: None					PATRICK P. GORIS Director since 2018 COMMITTEES: Audit Nominating and Corporate Governance AGE: 49 OTHER PUBLIC COMPANY DIRECTORSHIPS: None

	Experience Mr. Espeland is the former Executive Vice President and Chief Financial Officer of Eastman Chemical Company, ~~(an~~an advanced materials and specialty additives ~~manufacturer) since January 2014. Prior to~~manufacturer, a position he held from 2014 until his ~~service~~retirement in 2020. Mr. Espeland joined Eastman Chemical Company in 1996 and, during his tenure, he also served as ~~Executive~~ Vice President, Finance and Chief ~~Financial~~Accounting Officer ~~Mr. Espeland was~~from 2005 to 2008, and Senior Vice President and Chief Financial Officer from 2008 to ~~January 2014 and Vice President, Finance and Chief Accounting Officer of Eastman Chemical from 2005 to 2008.~~2014. ~~Qualifications:~~Reasons for Nomination ~~Mr. Espeland has extensive~~· Extensive experience in corporate finance and accounting, having served in various finance and accounting roles, and ultimately as the Chief Financial Officer, at a large publicly-traded ~~company (Eastman Chemical) for the past several years. Mr. Espeland also has significant~~company. · Significant experience in the areas of strategy, mergers and acquisitions, taxation and enterprise risk management. ~~Mr. Espeland also~~ · International auditing experience having served as an independent auditor at Arthur Andersen LLP, ~~having worked~~working in both the United States and abroad (Europe and Australia). · The Board has determined that Mr. Espeland’s extensive accounting and ~~finance~~financial experience qualifies him as an “audit committee financial expert.” ~~This expertise makes Mr. Espeland an important member~~ · Valuable insight into advancing the business priorities of ~~the Audit Committee and the Finance Committee. In addition, Mr. Espeland’s~~Lincoln Electric’s international operations gained from his international business ~~experience is~~experience. · Valuable knowledge of key governance matters gained as a ~~valued asset for our global operations.~~director of Lincoln Electric.

	~~Recent Business Experience:~~Experience Mr. Goris has served as the Senior Vice President and Chief Financial Officer of Carrier Global Corporation, a leading global provider of healthy, safe and sustainable building and cold chain solutions, since November 2020. Prior to joining Carrier, he served as Senior Vice President and Chief Financial Officer of Rockwell Automation, (aa global industrial automation and information solutions ~~provider)~~provider, since February 2017. ~~Previously, Mr. Goris was~~He also served as Vice President, Investor Relations and Vice President, Finance, Architecture and Software from 2015 to 2017 and Vice President, Finance, Architecture and Software and Operations and Engineering Services from 2013 to 2015 at Rockwell Automation. ~~Qualifications:~~Reasons for Nomination ~~Mr. Goris’~~· Relevant global financial expertise from serving in various finance roles, and ultimately as the Chief Financial Officer, of a publicly-traded, multinational ~~organization adds value to the Board and qualifies him as an “audit committee financial expert.” Mr. Goris has extensive~~organizations. · Extensive experience in accounting, financial planning and analysis, investor relations and ~~investor relations. In addition, Mr. Goris’ experience~~mergers and acquisitions. · Experience with a global industrial automation and information solutions company provides ~~him~~Mr. Goris 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. These are key initiatives for our business and our customers’ businesses. ~~This makes~~ · The Board has determined that Mr. Goris’ extensive accounting and financial experience qualifies him as an ~~important member of the Board, as well as the Audit and Nominating and Corporate Governance Committees.~~“audit committee financial expert.”


	~~Recent Business Experience:~~STEPHEN G. HANKS Director since 2006 COMMITTEES: Audit (Chair) Finance AGE: 70 OTHER PUBLIC COMPANY DIRECTORSHIPS: McDermott International, Inc. (NYSE: MDR) through May 2018 Babcock & Wilcox Enterprises, Inc. (NYSE: BW) through March 2018					MICHAEL F. HILTON Director since 2015 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance AGE: 66 OTHER PUBLIC COMPANY DIRECTORSHIPS: Ryder Systems, Inc. (NYSE: R) since 2012 Regal Beloit Corporation (NYSE: RBC) since December 2019 Nordson Corporation (NASDAQ: NDSN) through 2019

	Experience Mr. ~~Hanks spent 30 years~~Hanks’ 30-year tenure with global engineering and construction company Morrison Knudsen Corporation and its successor, Washington Group International, Inc., included serving the last eight years as President, ~~CEO~~Chief Executive Officer and a member of its Board of Directors, retiring in January 2008. ~~Directorships:~~ Mr. Hanks also formerly served as Washington Group’s Executive Vice President, Chief Legal Officer and Secretary. In addition, Mr. Hanks has extensive board experience, previously serving as a director of McDermott International, Inc. ~~(NYSE: MDR)~~ from 2009 to May 2018 and Babcock & Wilcox Enterprises, Inc. ~~(NYSE: BW)~~ from 2010 to March ~~2018, The Washington Companies (privately owned).~~2018. ~~Qualifications:~~Reasons for Nomination ~~Mr. Hanks’ executive~~· Executive leadership experience, both as CEO and CFO, of a U.S. ~~publicly-held~~publicly-traded company with international ~~reach has provided him with extensive experience dealing with the issues that these companies confront. His diverse~~reach. · Diverse professional skill set, including finance (having served as CFO of Morrison Knudsen) and legal and governance competencies (such as enterprise risk management, corporate compliance and legal strategy)~~, make him a valuable member of the~~. · The Board ~~the Audit Committee (where he is the Chair) and the Finance Committee.~~has determined that Mr. Hanks’ experience as a ~~Chief Executive Officer~~CEO and ~~Chief Financial Officer~~CFO of a ~~publicly-held~~publicly-traded company qualifies him as an “audit committee financial expert.” · Valuable knowledge of key governance matters gained as a director of Lincoln Electric and several other publicly-traded companies.

	~~Recent Business Experience:~~Experience Mr. Hilton is the former President and Chief Executive Officer of Nordson Corporation (a(Nasdaq: NDSN), a company that engineers, manufactures and markets differentiated products and systems used for ~~the~~ precision dispensing of adhesives, coatings, sealants, biomaterials, polymers, plastics and other materials, fluid management, test ~~and~~ inspection, UV curing and plasma surface ~~treatment), since 2010.~~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. Prior to joining Nordson, Mr. Hilton was ~~the~~ Senior Vice President and General Manager for Air Products and Chemicals, Inc. (a, a global company that provides a unique portfolio of atmospheric gases, process and specialty gases, performance materials, and equipment and ~~services)~~services, with specific responsibility for leading its $2 billion global Electronics and Performance Materials segment. ~~Air Products serves customers in industrial, energy, technology and healthcare markets globally.~~ ~~Directorships:~~Reasons for Nomination ~~Ryder System, Inc. (NYSE: R) since 2012, Nordson Corporation (Nasdaq: NDSN) since 2010.~~ ~~Qualifications:~~ ·With over 30 years of global manufacturing experience, Mr. Hilton brings to the Board an intimate understanding of management ~~leadership,~~leadership. · Extensive experience with strategy development and day-to-day operations of a multi-national company, including product line management, new product technology, talent development, manufacturing, distribution and other sales channels, business processes, international operations and global markets expertise. ~~This experience makes Mr. Hilton~~ · Valuable knowledge of key governance matters gained as a ~~valued member~~director of ~~the Audit Committee~~Lincoln Electric and ~~the Nominating and Corporate Governance Committee.~~ several other publicly-traded companies.


	~~Recent Business Experience:~~G. RUSSELL LINCOLN ~~President~~Director since 1989 COMMITTEES: Audit Finance AGE: 74 OTHER PUBLIC COMPANY DIRECTORSHIPS: None					KATHRYN JO LINCOLN Director since 1995 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance (Chair) AGE: 66 OTHER PUBLIC COMPANY DIRECTORSHIPS: None

	Experience Mr. Lincoln has served as the president of N.A.S.T. Inc. (a, a personal investment ~~firm),~~firm, since 1996. Prior to joining N.A.S.T. Inc., Mr. Lincoln served as the Chairman and Chief Executive Officer of Algan, Inc. ~~Qualifications:~~Reasons for Nomination ·As an entrepreneurial businessman with executive leadership and investment experience, including 25 years running a $50 million business, Mr. Lincoln understands business risk and the importance of ~~hands-on~~hands on management. · Experience as a board member of various organizations, including as a board member of the Cleveland Museum of Natural History. · As the grandson of James F. Lincoln and as a long-term trustee, Mr. Lincoln provides the Board with his historic perspective on the Company’s unique culture and ~~especially~~ its incentive management system. ~~His leadership role and his investment experience serve Lincoln Electric well~~ · Valuable knowledge of key governance matters gained as a ~~member~~director of ~~the Audit Committee and Finance Committee.~~Lincoln Electric.

	~~Recent Business Experience:~~Experience Ms. Lincoln has served as the Board Chair and Chief Investment Officer of the Lincoln Institute of Land Policy, ~~(a leading educational institution teaching~~an independent, global foundation focused on addressing significant policy issues through innovation land ~~economics~~use and ~~taxation). She has held this position~~taxation methods, since ~~1996, and in her role as~~1996. As Chief Investment Officer, ~~currently~~Ms. Lincoln manages and directs all aspects of the Institute’s ~~$550~~endowment, including strategic asset allocation and policy development, which have contributed to its current $650 million ~~endowment.~~asset base. In her role as Chair, she ~~is responsible for all Board~~plays a crucial role in the strategic direction and planning of the Institute, with ongoing involvement in the development of education programs, demonstration projects and ~~governance and takes a leadership position in strategic planning. From 1999 through 2006,~~impact measurement. Ms. Lincoln ~~previously~~is a member of the Board of HonorHealth Network, and Claremont Lincoln University, and formerly served as ~~President of the Lincoln Foundation, the non-profit foundation that supported the Lincoln Institute until the two entities merged in 2006.~~ ~~Directorships:~~ ~~Advisory Board Member of the Johnson Bank, Arizona Region since 2006, and Board member~~a director of Johnson Bank Arizona, N.A. ~~from 2001 to 2006.~~ She is also the Co-Chair of the International Center for Land Policy Studies and Training in Taiwan. ~~Qualifications:~~Reasons for Nomination ~~Ms. Lincoln’s~~· Extensive leadership experience, ~~with the Lincoln Institute, where she plays a crucial role in~~addressing strategic planning, ~~and~~ asset allocation ~~as well as her extensive experience with the Chautauqua Institution in New York, a major Arizona health care provider,~~matters and an international non-profit organization related to land use and policy, make Ms. Lincoln a valuable contributor to a well-rounded Board. Ms. Lincoln serves as a member of the Compensation and Executive Development Committee and as Chair of the Nominating and Corporate Governance Committee. In addition, ascorporate governance. · As a Lincoln family member and long-standing Director of Lincoln Electric, Ms. Lincoln has a keen sense of knowledge about Lincoln Electric, its culture and the founding principles.


	~~Recent Business Experience:~~ ~~Former~~WILLIAM E. MACDONALD, III Director since 2007 COMMITTEES: Compensation and Executive Development (Chair) Finance AGE: 74 OTHER PUBLIC COMPANY DIRECTORSHIPS: None					CHRISTOPHER L. MAPES Director since 2010 Chairman since 2013 COMMITTEES: None AGE: 59 OTHER PUBLIC COMPANY DIRECTORSHIPS: The Timken Company (NYSE: TKR) since 2014

	Experience Mr. MacDonald is the former Vice Chairman of National City Corporation, (aa diversified financial holding ~~company),~~company, a position he held from 2001 until his retirement in 2006, where he was responsible for its seven-state regional and national corporate banking businesses, the Risk Management and Credit Administration unit, Capital Markets and the Private Client Group. Mr. MacDonald joined National City in 1968 and, during his tenure, held a number of key management positions, including Senior Executive Vice President of National City Corporation and President and Chief Executive Officer of National City’s Ohio bank. ~~Qualifications:~~Reasons for Nomination ~~Mr. MacDonald brings~~· Extensive experience in leading a large corporate organization with over 35,000 employees and structuring complex financing solutions for large and middle-market businesses to the Board and its Compensation and Executive Development Committee (where he is Chair) and Finance Committee. In addition to his expertise in economic issues, Mr. MacDonald appreciates thebusinesses. · Experience addressing human resources and development challenges facing a ~~global,~~ publicly-traded company. · Valuable knowledge of key governance matters gained as a director of Lincoln Electric and several other publicly-traded companies.

	~~Recent Business Experience:~~Experience Mr. Mapes is the Chairman, President and Chief Executive Officer of Lincoln Electric. Mr. Mapes has served as President and Chief Executive Officer since December ~~31,~~ 2012. OnIn December ~~21,~~ 2013, Mr. Mapes was appointed as Chairman of the Board in addition to his other responsibilities. From September 2011 to December ~~31,~~ 2012, Mr. Mapes served as the Chief Operating Officer of Lincoln Electric. From 2004 to August 2011, Mr. Mapes served as an Executive Vice President of A.O. Smith Corporation, (aa global manufacturer with a water heating and water treatment technologies business, which has residential, commercial, industrial and consumer ~~applications)~~applications, and the President of its former Electrical Products unit. ~~Prior to joining A.O. Smith, he was the President, Motor Sales~~Mr. Mapes started his career with General Motors and ~~Marketing~~has held roles in industrial manufacturing for over 35 years. In addition, Mr. Mapes has served as a director of ~~Regal Beloit Corporation (a manufacturer of electrical and mechanical motion control products).~~ ~~Directorships:~~ The Timken Company ~~(NYSE: TKR)~~ since 2014. ~~Qualifications:~~Reasons for Nomination ~~As an experienced executive officer of Lincoln Electric as well as other~~· Extensive leadership experience in large, global ~~public~~publicly-traded companies engaged in manufacturing ~~operations for over thirty years, Mr. Mapes understands~~operations. · Keen understanding of the manufacturing industry and ~~the~~ challenges ~~of global growth.~~organizations face growing globally. · In addition to ~~his~~ business management experience, Mr. Mapes has an MBA and a law degree. · Valuable knowledge of key governance matters gained as a director of Lincoln Electric.


	~~Recent Business Experience:~~PHILLIP J. MASON ~~Former~~Director since 2013 COMMITTEES: Compensation and Executive Development Finance (Chair) AGE: 70 OTHER PUBLIC COMPANY DIRECTORSHIPS: GCP Applied Technologies (NYSE: GCP) through May 2020					BEN P. PATEL Director since 2018 COMMITTEES: Audit Nominating and Corporate Governance AGE: 53 OTHER PUBLIC COMPANY DIRECTORSHIPS: None

	Experience Mr. Mason is the former President of the Europe, Middle East & Africa Sector (EMEA Sector) of Ecolab, Inc. (a, a leading provider of food safety, public health and infection prevention products and ~~services),~~services, a position he held from 2010 until his retirement in 2012. Prior to leading Ecolab’s EMEA Sector, Mr. Mason had responsibility for Ecolab’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. ~~Directorships:~~ In addition, Mr. Mason has public company board experience, previously serving as a director of GCP Applied Technologies ~~(NYSE: GCP). GCP Applied Technologies was spun off~~ from ~~W.R. Grace & Co. as of February 3, 2016.~~2016 to May 2020. ~~Qualifications:~~Reasons for Nomination · Executive leadership experience in an international business unit for a U.S. publicly-traded company, providing Mr. Mason ~~has over 35 years of~~extensive international business expertise, business-to-business and industrial sector experience. · Extensive international business experience, ~~with experience~~starting, developing and growing businesses abroad, in ~~establishing~~both mature and emerging markets, having established businesses in China, South Korea, Southeast Asia, Brazil, India, Russia, Africa and the Middle East. Mr. Mason’s executive leadership of an international business sector for a U.S. publicly-held company provides him with extensive international business expertise, including starting, developing and growing businesses abroad in both mature and emerging markets, and in a business-to-business environment, including industrial sectors. Additionally, he brings a strong · Strong finance and strategic planning ~~background,~~proficiency, including merger and acquisition experience, along with significant experience working with and advising boards on diverse issues confronting companies with international operations. ~~Mr. Mason brings experience in international business to the Finance Committee (where he is Chair) and the Compensation and Executive Development Committee.~~ · Valuable knowledge of key governance matters gained as a director of Lincoln Electric.

	~~Recent Business Experience:~~Experience Mr. Patel has 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 since November 2019. He previously served as Senior Vice President and Chief Technology Officer of Tenneco, Inc. (, a manufacturer of automotive emission control and ride control products and ~~systems). Since joining~~systems. During his 8-year tenure at Tenneco, beginning in 2011, ~~Mr. Patel has~~he held roles leading regional advanced technology development toand establishing a global research and development organization. Prior to joining Tenneco, Mr. Patel held numerous positions with increasing responsibility, including senior scientist, at the General Electric Company during his thirteen-year tenure with the organization. ~~Qualifications:~~Reasons for Nomination ~~Mr. Patel has over~~· Over 20 years of experience serving with publicly-traded, global products and technology companies. ~~Mr. Patel has broad~~ · Broad expertise in material science, automation and “smart” systems, as well as extensive research and development experience. · Mr. Patel has been a leader in global innovation and research ~~initiatives. This~~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. ~~Mr. Patel in an important member~~ · Valuable knowledge of ~~the Audit and Nominating and Corporate Governance Committees.~~key governance matters gained as a director of Lincoln Electric.


	~~Recent Business Experience:~~ ~~Former~~HELLENE S. RUNTAGH Director since 2001 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance AGE: 72 OTHER PUBLIC COMPANY DIRECTORSHIPS: Harman International Industries (NYSE: HAR) through 2017 NeuStar, Inc. (NYSE: NSR) through 2017					KELLYE L. WALKER Director since 2020 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance AGE: 54 OTHER PUBLIC COMPANY DIRECTORSHIPS: None

	Experience Ms. Runtagh is the former President and Chief Executive Officer of the Berwind Group, (aa diversified pharmaceutical services, industrial manufacturing and real estate ~~company),~~company, a position she held in 2001. From 1997 through 2001, Ms. Runtagh was Executive Vice President of Universal Studios, (aa media and entertainment ~~company).~~company. Prior to joining Universal Studios, Ms. Runtagh spent 27 years at General Electric Company, (aa diversified industrial ~~company)~~company, in a variety of leadership positions. ~~Directorships:~~ ~~Former member of the Board of Directors~~ In addition, Ms. Runtagh has extensive board experience, previously serving as a director of Harman International Industries ~~Inc.~~ from 2008 to 2017, NeuStar, Inc. from 2006 to 2017, ~~IKON Office Solutions Inc., Avaya Inc.~~ and ~~Covad Communications Groups.~~several other publicly-traded companies. ~~Qualifications:~~Reasons for Nomination ~~Ms. Runtagh has over~~· Over 30 years of experience in management positions with technology focused global ~~companies. Ms. Runtagh’s~~companies, with responsibilities in management ~~have ranged~~ranging from marketing and sales to finance, as well as engineering and manufacturing. ~~Ms. Runtagh’s diverse~~ · Diverse management experience, including growing ~~those~~ businesses while maintaining high corporate governance ~~standards, and her extensive~~standards. · Extensive experience as a director of publicly-traded companies. · Valuable knowledge of key governance matters gained as a director of Lincoln Electric and several other publicly-traded companies.					Experience Ms. Walker has served as the Executive Vice President and Chief Legal Officer of Eastman Chemical Company, an advanced materials and specialty additives manufacturer, since April 2020. In this role, Ms. Walker has overall leadership and responsibility for Eastman’s legal organization. She also served as Executive Vice President and Chief Legal Officer of Huntington Ingalls Industries, Inc., America’s largest military shipbuilder, from 2015 to 2020. Prior to joining Huntington Ingalls Industries, Inc., Ms. Walker served as Senior Vice President, General Counsel and Secretary at American Water Works Company, Inc. Reasons for Nomination · Seasoned senior executive with 25 years of experience with publicly-traded companies, helping to increase organizational value through forward thinking, strategic discipline and a focus on continuous improvement. · Extensive experience in corporate governance, compliance and litigation management, government affairs, strategy development, product stewardship and regulatory affairs, global business conduct and global health, safety, environment and security. · Long-standing general counsel of publicly-traded companies and has also served as Chief Administrative Officer, leading human resources, information technologies, government affairs and corporate communications functions. · Extensive leadership across various industries including global public companies, ~~make her well-positioned for her role as a Director, member of the Compensation~~government organizations and ~~Executive Development Committee and member of the Nominating and Corporate Governance Committee.~~utility companies that will lend value to advance our 2025 Strategy.


· ~~Governance Guidelines~~	CORPORATE GOVERNANCE HIGHLIGHTS
· ~~Director Independence Standards~~

	Audit	Compensation & Executive Development	Nominating & Corporate Governance	Finance
Number of Committee Meetings	6	6	5	5

~~Audit Committee~~ ~~Members~~ ~~Messrs. Hanks (Chair),~~ ~~Espeland, Goris, Hilton, Lincoln and Patel~~
	Audit Committee			Compensation and Executive Development Committee
	Chair: *Stephen G. Hanks*	Members: *Curtis E. Espeland* *Patrick P. Goris* *G. Russell Lincoln* *Ben P. Patel*		Chair: *William E. MacDonald, III*	Members: *Michael F. Hilton* *Kathryn Jo Lincoln* *Phillip J. Mason* Hellene S. Runtagh Kellye L. Walker
	Meetings held in 2020: 6			Chair: *William E. MacDonald, III*
				Meetings held in 2020: 7
	Key Responsibilities · ~~Appoints and determines whether to retain or terminate the independent auditors~~Independent auditor engagement · ~~Approves all audit engagement fees, terms and services~~ · ~~Approves any non-audit engagements with the independent auditors~~ ·Reviews ~~and discusses the independent auditors’ quality control~~ · ~~Reviews and discusses the independence of the auditors, the audit plan, the conduct of the audit and the results of the audit~~ · ~~Reviews and discusses with management Lincoln Electric’s~~ financial statements and disclosures, ~~its~~ interim financial reports and ~~its~~ earnings press releases		·Reviews ~~with our General Counsel~~significant litigation and legal matters ~~that might have a significant impact on our financial statements~~ ·Oversees enterprise risk management, risk assessment, ethics and compliance ~~with our Code of Corporate Conduct~~programs, including ESG performance and ~~Ethics, including annual reports from compliance officers~~general information security matters ·Reviews ~~with management~~and evaluates the ~~appointment, replacement, reassignment or dismissal~~scope and performance of ~~the Senior Vice President, Internal Audit,~~ the internal audit ~~charter, internal audit plans and reports~~function ·Reviews ~~with management the adequacy of~~ internal ~~control~~controls over financial reporting · ~~Oversees risk assessment and risk management~~
Each ~~of the members~~member of our Audit Committee meets the independence standards set forth in the Nasdaq listing standards and have likewise been determined by the Board to have the financial competency required by the listing standards. In addition, because of the professional training and past employment experience of Messrs. Hanks, Espeland ~~Goris~~ and ~~Hilton,~~Goris, the Board has determined that they are financially sophisticated Audit Committee ~~Members~~members under the Nasdaq listing standards and qualify as “audit committee financial experts” in accordance with SEC rules. Shareholders should understand that the designation of Messrs. Hanks, Espeland ~~Goris~~ and ~~Hilton~~Goris as “audit committee financial experts” is a disclosure requirement and that it does not impose upon them any duties, obligations or liabilities that are greater than those generally imposed on them as members of the Audit Committee and the Board.

~~Compensation and Executive Development Committee~~ ~~Members~~ ~~Messrs. MacDonald, III (Chair)~~ ~~and Mason, Ms. Lincoln and Ms. Runtagh~~
	Key Responsibilities ·Reviews and recommends to the Board total compensation of our CEO, and reviews and establishes total compensation of our other executive officers · ~~Annually assesses~~Evaluates performance (along with ~~the Board the performance~~full Board) of our CEO and ~~annually assesses the performance of our~~ other executive officers ·Monitors ~~our~~development, selection process and succession planning of key management ~~resources, structure, succession planning, development and selection processes and the performance of key executives~~ ·Reviews and recommends to the Board, in conjunction with the Nominating and Corporate Governance Committee, the appointment and removal of ~~our~~ elected officers	· ~~Has oversight for our employee stock and incentive plans and reviews, approves or otherwise makes recommendations to the Board concerning our employee benefit plans~~ ·Oversees executive compensation policies, practices and programs, as further described in the CD&A ·Reviews and recommends to the Board new or amended executive compensation plans with our executive officers ·Oversees diversity and inclusion programming
Each ~~of the members~~member of our Compensation and Executive Development Committee meets the independence standards set forth in the Nasdaq listing standards and each ~~of whom~~ is deemed to be (1) an outside Director within the meaning of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, and (2) a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. As part of the independence evaluation, the Board must consider all factors relevant to whether the Director has a relationship to the Company that is material to his or her ability to be independent, including the Director’s source of compensation and whether the Director is affiliated with the Company. None of the members of theThe Compensation and Executive Development Committee ~~were determined~~may, in its discretion, delegate specific duties, responsibilities and authority to ~~have an affiliation~~a subcommittee, one or ~~source of income that was material~~more Committee members or one or more executive officers, to ~~his or her ability to be independent.~~the extent permitted by applicable law and stock exchange rules and regulations.


	Nominating and Corporate Governance Committee		Finance Committee
	Chair: *Kathryn Jo Lincoln*	~~Members~~Members: *~~Ms. Lincoln (Chair),~~Patrick P. Goris* *~~Messrs. Goris,~~Michael F. Hilton* *Ben P. Patel ~~and Ms.~~* Hellene S. Runtagh Kellye L. Walker	Chair: *Phillip J. Mason*	Members: *Curtis E. Espeland* *Stephen G. Hanks* *G. Russell Lincoln* *William E. MacDonald, III*
	Chair: *Kathryn Jo Lincoln*		Meetings held in 2020: 5
	· ~~Reviews external developments~~Meetings held in ~~corporate governance matters, and develops and recommends to the Board corporate governance principles for Lincoln Electric~~ · ~~Identifies and evaluates Board member candidates and is responsible for director succession planning~~ · ~~Reviews director compensation, benefits and expense reimbursement programs~~2020: 5
	Key Responsibilities ·Reviews ~~periodically~~our corporate governance framework including external developments related to corporate governance matters · Reviews appropriate composition of the ~~quality, sufficiency~~Board, identifies Board candidates and ~~currency~~recommends Director nominees · Reviews shareholder proposals and shareholder engagement activities · Reviews non-employee Director compensation program in light of ~~governance information furnished~~best practices and makes recommendations to the Board ~~by management~~ ·Reviews and ~~advises on shareholder proposals and engagement~~determines Director independence · ~~Leads our~~Oversees the self-evaluation process of the Board and Committees ~~in annual reviews of their performance~~ · ~~Assesses Director independence~~Reviews environmental, social and governance matters
Each ~~of the members~~member of our Nominating and Corporate Governance Committee meets the independence standards set forth in the Nasdaq listing standards.

~~Finance Committee~~ ~~Members~~ ~~Messrs. Mason (Chair),~~ ~~Espeland, Hanks, Lincoln and MacDonald, III~~
	Key Responsibilities ·Reviews financial performance, including comparing ~~our~~ financial performance to budgets and goals ·Reviews capital ~~structure issues, including~~allocation, dividend and share repurchasing ~~policies~~strategies ·Reviews ~~our financial operations~~operating budgets	·Reviews ~~our~~ capital expenditures ·Reviews M&A activity and integration performance · Oversees strategic planning and financial policy matters · ~~Reviews pension plan funding and plan investment management performance~~
Each ~~of the members~~member of our Finance Committee meets the independence standards set forth in the Nasdaq listing standards. All of our Directors typically attend the Finance Committee meetings, a practice that has been in place for the past several years.

What We Do		~~Board Level~~		~~Lead Director~~	~~Committee Chairs~~What We Don’t Do
~~Cash~~Reasonable limits on non-employee Directors’ annual equity awards included in 2015 Stock Plan for Non-Employee Directors	~~Retainer~~ ✔	~~$ 80,000~~ No Hedging or Pledging of Lincoln Electric Stock	~~Additional~~ ~~$25,000~~ ✘
Total compensation is positioned at the peer median	~~Additional~~ ~~$18,000~~✔	No Excessive Perquisites	✘
Non-employee Director compensation approved by full Board	✔	No Excise Tax Gross-Ups or Tax Reimbursements	✘
Full-value equity award granted at a fixed-value	✔
Double Trigger Provisions for ~~Audit~~ Change in Control	✔
Stock Ownership Guidelines	✔
Independent Advisor	✔


~~$13,000 for Compensation~~ ~~and Executive Development~~ ~~$10,000 for Finance and Nominating~~ ~~and Corporate Governance~~33
~~Meeting Fees~~¹	—	—	—-
~~Equity~~	~~Annual Restricted~~ ~~Stock Unit Award “approx. value”~~²	~~$125,000~~	—	—
~~Initial Restricted~~ ~~Stock Unit Award “approx. value”~~³	~~$125,000~~	—	—


Director Compensation Table
Director	Fees Earned or Paid in Cash			Stock Awards¹		All Other Compensation	Total
Curtis E. Espeland²		$115,514	⁴		$124,948	—		$240,462
Patrick P. Goris³		36,087	⁴		175,270	—		211,357
David H. Gunning³		31,731			—	—		31,731
Stephen G. Hanks²		92,000			124,948	—		216,948
Michael Hilton		80,000			124,948	—		204,948
G. Russell Lincoln		80,000			124,948	—		204,948
Kathryn Jo Lincoln		90,000	⁴		124,948	—		214,948
William E. MacDonald, III		93,000			124,948	—		217,948
Phillip J. Mason²		82,500			124,948	—		207,448
Ben P. Patel³		68,667			225,897	—		294,564
Hellene S. Runtagh		80,000			124,948	—		204,948
George H. Walls, Jr.³		24,176	⁴		—	—		24,176

2020 DIRECTOR COMPENSATION TABLE
Name	Fees Earned or Paid in Cash ($)	Stock Awards¹ ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	Total ($)
Curtis E. Espeland	108,000²	134,916		242,916
Patrick P. Goris	80,000²	134,916	2,308³	217,224
Stephen G. Hanks	100,000	134,916		234,916
Michael F. Hilton	80,000	134,916		214,916
G. Russell Lincoln	80,000	134,916		214,916
Kathryn Jo Lincoln	95,000²	134,916		229,916
William E. MacDonald, III	95,000	134,916		229,916
Phillip J. Mason	95,000	134,916		229,916
Ben P. Patel	80,000²	134,916		214,916
Hellene S. Runtagh	80,000	134,916		214,916
Kellye L. Walker	15,870	153,680		169,550