Eleanor Lukens
About Eleanor Lukens
Eleanor L. Lukens served as President, Americas and was a Named Executive Officer (NEO) for ESAB in FY 2024; on July 31, 2025 the company began transitioning her prior duties, indicating an impending role change . Company performance context during her tenure: for 2024 ESAB delivered core adjusted EPS of $5.06, core adjusted EBITDA of $510.7 million, core sales of $2.6 billion, free cash flow of $320.5 million, and a 1‑year TSR of 49.3% (vs 23.3% for the S&P 500) . Age and education for Ms. Lukens are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ESAB | President, Americas | FY 2024–2025 (transition initiated 7/31/2025) | Accountable for Americas segment performance; annual bonus weighting 70% Americas/30% Corporate to drive segment accountability |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 452,308 | 494,400 (4.0% increase) |
| Perquisites and Other ($) | — | 70,542 (company retirement match/contribution $55,568; financial planning $3,600; LTD $8,518; group life $700; executive physical $2,156) |
Notes:
- ESAB bans pledging/hedging for executives; maintains robust clawback and stock ownership policies .
Performance Compensation
Annual Incentive Plan (EIP) – 2024
| Item | Detail |
|---|---|
| Target Bonus % of Salary | 70% |
| Weighting of Performance (Ms. Lukens) | 70% Americas (Adjusted EBITDA, Net Sales, Working Capital Turns); 30% Corporate (same metrics) |
| Company Financial Factor (CFF) | 97.6% for her blended corporate/segment weighting |
| Individual Performance Factor (IPF) | 100% |
| 2024 Bonus Payout ($) | 341,194 |
| Metric (Corporate/Segment) | Weight | Threshold | Target | Max | 2024 Actual | CFF Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (Corporate) | 50% | $447m | $497m | $546m | $505m | 59% |
| Net Sales (as adjusted) (Corporate) | 30% | $2.37b | $2.63b | $2.89b | $2.57b | 26% |
| Working Capital Turns (Corporate) | 20% | 5.2 | 5.8 | 6.4 | 5.7 | 19% |
| Weighted Aggregate CFF (Corporate) | — | — | — | — | — | 104.5% (Americas weighted separately; Ms. Lukens blended CFF 97.6%) |
Key observation: Americas underperformed Corporate in 2024 (weighted Americas performance 94.7%), which lowered Ms. Lukens’ blended CFF to 97.6% and thus her bonus, while Corporate CFF was 104.5% .
Long‑Term Incentives (LTI)
Annual equity mix (NEOs): 50% PRSUs, 25% time‑based RSUs, 25% stock options (3‑year ratable vest; PRSUs cliff‑vest at 3 years) . 2024 PRSUs are earned on adjusted EPS with a ±20% TSR modifier vs S&P 400 Industrials; 2022–2023 PRSUs (for other NEOs) used Adjusted EBITDA % and Adjusted FCF Conversion (with annual minimums) .
| Grant (2024) | Grant Date | Instrument | Quantity/Terms | Valuation/Price |
|---|---|---|---|---|
| Annual PRSUs | 2/22/2024 | PRSUs | Target 4,048 (threshold 2,024; max 8,096); 3‑yr performance (EPS with ±20% rTSR) | Grant fair value $379,783 |
| Annual RSUs | 2/22/2024 | RSUs | 2,024; vests 1/3 annually from 2/22/2025–2027 | Grant fair value $189,892 |
| Annual Options | 2/22/2024 | Options | 5,588; 3‑yr ratable vest; expires 2/21/2031 | Exercise $93.82; fair value $181,275 |
| Additional RSUs | 1/23/2024; 3/8/2024 | RSUs | 8,478 (vests 1/3 from 1/23/2024) and 2,042 (vests 1/3 from 3/8/2024) | Included in outstanding RSUs schedule |
Equity Ownership & Alignment
Beneficial Ownership (as of 3/18/2025)
- Shares beneficially owned: 14,739 (<1% of outstanding) .
- Options exercisable within 60 days: 7,380 (included within group detail) .
- ESAB has anti‑hedging and anti‑pledging policies; as of the proxy date, no shares were pledged by directors or executive officers .
Outstanding Awards at FY‑End 2024 (12/31/2024)
| Category | Detail |
|---|---|
| Stock Options | 2/21/2031: 0/5,588 unexercisable at $93.82; 3/7/2030: 2,759/5,518 at $61.32; 3‑year ratable vesting from grant |
| Unvested RSUs | 12,544 units (market value $1,504,527 at $119.94) |
| Unearned PRSUs (target) | 10,172 units (threshold value $1,220,030 at $119.94) |
RSU Vesting Schedules (selected tranches):
- 8,478 RSUs vest ratably over 3 years beginning 1/23/2024; 2,042 beginning 3/8/2024; 2,024 beginning 2/22/2025 .
2024 Realizations:
- Stock vested: 5,258 shares; value realized $473,564; no option exercises reported for 2024 .
Stock Ownership & Clawback Policies:
- Executive stock ownership policy (hold 50% of net shares until threshold; thresholds: CEO 6× salary; EVP/SVP 3×; VP 1×) .
- Comprehensive clawback policy compliant with NYSE listing standards (recovery upon restatement) .
Trading Plans / Potential Selling Pressure
- Ms. Lukens adopted a Rule 10b5‑1 plan on May 16, 2025 to sell up to (i) 5,518 shares between Aug 15, 2025–May 13, 2026 (from option exercises) and (ii) 2,770 shares between Jan 26, 2026–May 13, 2026 (subject to conditions) .
Employment Terms
- Severance: Ms. Lukens participates in ESAB’s Executive Officer Severance Plan (not an individual CEO agreement). Termination without cause/for good reason: lump sum equal to 1× base salary plus pro‑rata target bonus for year of termination .
- Change‑in‑Control (double‑trigger): 2× base salary plus 2× target annual bonus (lump sum); equity treatment per plan (accelerated options/RSUs; PRSUs deemed earned at higher of target or actual to date), subject to conditions .
Potential Payments as of 12/31/2024 (assumes $119.94 share price and target performance):
| Scenario | Cash Severance | Pro‑Rata Bonus | Accel. Options | Accel. PRSUs | Accel. RSUs | NQDC Balance |
|---|---|---|---|---|---|---|
| Termination w/o cause or for good reason | 499,200 | 349,440 | — | — | — | — |
| Termination in connection with a Change of Control | 1,697,280 | — | 469,424 | 1,220,030 | 1,504,527 | 92,291 |
Policies and Protections:
- Double‑trigger CoC; no excise tax gross‑ups; clawback policy; anti‑hedging/pledging .
Compensation Structure Analysis
- 2024 salary increased 4.0% YoY to $494,400; target annual bonus held at 70% of salary .
- 2024 long‑term incentives shifted PRSU performance to adjusted EPS with a ±20% relative TSR modifier (from prior Adjusted EBITDA% and Adjusted FCF Conversion), increasing alignment to shareholder returns with balanced earnings focus .
- Americas performance at 94.7% vs corporate 104.5% reduced Ms. Lukens’ cash bonus relative to peers more tied to corporate metrics, indicating higher segment accountability in her pay mix .
- No evidence of option repricing or compensation‑related tax gross‑ups; strong governance practices maintained .
Investment Implications
- Alignment: High proportion of at‑risk pay via PRSUs/options and TSR‑modified EPS PRSUs signal solid pay‑for‑performance alignment; anti‑hedging/pledging and clawback policies further support alignment .
- Segment execution risk: Americas underperformance in 2024 (94.7% weighted result) curtailed her bonus; in 2025, tariffs and delayed automation purchases pressured Americas sales and margins, heightening operational risk in the segment Ms. Lukens led .
- Retention/transition: The initiated transition of her prior duties on July 31, 2025 suggests organizational change and potential leadership turnover risk in the Americas business .
- Trading signal: A pre‑arranged 10b5‑1 plan to sell up to 8,288 shares across 2025–2026 (principally from option exercises) indicates foreseeable scheduled selling, though plan‑based and not discretionary timing; monitor executions and vesting calendars for incremental flow .
- Governance backdrop: Strong 98% Say‑on‑Pay support in 2024, use of independent comp consultant (FW Cook), and peer benchmarking indicate low governance frictions around pay programs .
