Bonnie Fetch
LINCOLN ELECTRIC HOLDINGSAbout Bonnie J. Fetch
Bonnie J. Fetch (age 54) has served as an independent director of Lincoln Electric since 2023. She is currently Executive Vice President and President—Operations at Cummins Inc. (effective March 2025) and brings deep global supply chain, manufacturing, and operations expertise from senior roles at Cummins and a 20-year career at Caterpillar. She serves on Lincoln Electric’s Audit and Finance Committees; the Board classifies non‑employee directors, including Ms. Fetch, as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | Executive Vice President & President—Operations | Effective Mar 2025 | Senior operating leadership for a global industrial company |
| Cummins Inc. | Vice President & President—Distribution Business | Jan 2024 – Mar 2025 | Led multibillion-dollar distribution operations |
| Cummins Inc. | Vice President, Global Supply Chain & Manufacturing | Jan 2022 – Dec 2023 | Drove global supply chain and manufacturing initiatives |
| Cummins Inc. | Vice President—Global Distribution SC Services | Jan 2020 – Jan 2022 | Led global distribution supply chain services |
| Cummins Inc. | Executive Director, Global Distribution Business Supply Chain | Jul 2018 – Jan 2020 | Global distribution supply chain leadership |
| Caterpillar Inc. | Multiple leadership roles incl. HR Director, Chief Learning Officer, and GM roles | c. 20 years (prior to 2018) | Broad operating and HR leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cummins Inc. | Executive Vice President & President—Operations | Effective Mar 2025 | Ongoing operating role; not a board position |
| Other public company directorships | — | — | None |
Board Governance
- Committees: Audit (member) and Finance (member). Not a chair; Audit Committee chaired by Patrick P. Goris; Finance Committee chaired by Phillip J. Mason.
- Independence: Non‑employee directors (including Ms. Fetch) meet Nasdaq independence standards.
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; all then‑current nominees attended the 2024 Annual Meeting.
- Executive sessions: Independent directors held executive sessions at each regular 2024 Board meeting.
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $95,000 |
| Committee chair fee | $0 (not a chair) |
| Lead Independent Director fee | $0 |
| Meeting fees | $0 (meeting fees only if >8 meetings; not applicable) |
| Change in pension/NQDC earnings | $2 |
| Total cash compensation | $95,000 |
Notes: Program prohibits perquisites; no separate meeting fees unless thresholds exceeded. Double‑trigger provisions for change in control apply to director equity. Anti‑hedging/anti‑pledging policies in place.
Performance Compensation (Equity) – 2024
| Item | Detail |
|---|---|
| Annual RSU award (grant date fair value) | $154,928 |
| Grant date and units | 12/11/2024; 741 RSUs (all then‑serving NEDs) |
| Valuation price | $209.08 per share on 12/11/2024 |
| Plan | 2023 Stock Plan for Non‑Employee Directors |
| Deferral | Directors may defer RSUs; deferrals for 2024 RSUs were elected by certain directors (not including Ms. Fetch in the list provided) |
| Change‑in‑control | Double‑trigger for director equity |
| Hedging/pledging | Prohibited |
| Performance metrics | None disclosed for director equity (full‑value RSUs at fixed value) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed |
| Interlocks/related party exposure | No related‑party transactions requiring Audit Committee approval in 2024 |
Expertise & Qualifications
- Operational excellence across global supply chain, manufacturing operations, logistics and strategic planning; experience running multibillion‑dollar businesses.
- Cross‑functional leadership exposure including engineering and human resources.
- Applies advanced technology (AI/ML) to supply chain strategies; sustainability governance exposure.
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Beneficial ownership (12/31/2024) | 0 shares; “*” indicates <1% of class | Beneficial ownership as of 12/31/2024 |
| RSUs outstanding (12/31/2024) | 741 RSUs | Granted 12/11/2024; RSUs generally not counted as beneficial unless within 60 days to acquisition |
| Deferred shares under NED DCP | 1,021 shares (deferred) | Deferred shares not reflected in beneficial ownership table |
| Ownership as % of outstanding | <1% | As reported for directors |
| Hedging/Pledging | Prohibited; no pledges by any directors/officers | Policy prohibits hedging/pledging; no pledges outstanding |
| Director ownership guideline | 5x annual retainer OR 2,185 shares; 5‑year compliance window | Guideline and threshold |
| Compliance status (12/31/2024) | Not yet satisfied (appointed 2023; within window) | Status for Ms. Fetch |
Governance Assessment
- Strengths: Independent director with deep manufacturing and supply chain leadership; service on Audit (risk, controls, EHS, cyber) and Finance (capital allocation) enhances board oversight; anti‑hedging/pledging policies and double‑trigger CIC provisions align with shareholder‑friendly practices; no 2024 related‑party transactions flagged.
- Alignment: 2024 compensation mix balanced with fixed cash retainer and full‑value RSUs; active NED stock ownership guidelines (5x retainer or 2,185 shares) promote alignment; Ms. Fetch is within the five‑year compliance window and holds RSUs and deferred share equivalents despite zero reportable beneficial shares at year‑end.
- Engagement: Board held 5 meetings in 2024; all directors met at least 75% attendance; all nominees attended the 2024 Annual Meeting; independent directors met in executive session at each regular meeting.
- Potential risks/RED FLAGS: None disclosed regarding attendance, hedging/pledging, related‑party transactions, or director perquisites; continued monitoring appropriate given concurrent senior operating role at Cummins, though no related‑party transactions were reported for 2024.