Brian Chambers
LINCOLN ELECTRIC HOLDINGSAbout Brian D. Chambers
Brian D. Chambers (age 58) is an independent director at Lincoln Electric (LECO) since 2022, serving on the Audit and Finance Committees and designated by the Board as an “audit committee financial expert.” He is Chair, President & CEO of Owens Corning (OC), having served as President & CEO since 2019 and Chair since 2020; he previously held COO and division leadership roles and earlier worked at Saint-Gobain, Honeywell, and BOC Gases . LECO’s Board affirmed all non‑employee directors meet Nasdaq independence standards; directors met in executive session at each regular meeting in 2024, and each director attended at least 75% of Board and committee meetings during their service that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens Corning | Chair, President & CEO | Chair since 2020; President & CEO since 2019 | Led global manufacturing operations; risk oversight; sustainability focus |
| Owens Corning | Chief Operating Officer | 2018–2019 | Enterprise operations leadership |
| Owens Corning | President, Roofing Division | 2014–2018 | P&L leadership; strategic execution |
| Saint-Gobain; Honeywell; BOC Gases | Commercial & operational roles | Prior to OC | Foundational manufacturing and operations experience |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Owens Corning (NYSE: OC) | Director | 2019 | Governance and sustainability experience; public company board service |
Board Governance
- Committee assignments: Audit (member) and Finance (member); Board identifies Chambers as an audit committee financial expert .
- Independence: Board determined Chambers is independent under Nasdaq standards; all four Board committees are fully independent .
- Attendance and engagement: Board held 5 meetings in 2024; each director attended at least 75% of full Board and committee meetings; independent directors met in executive session at each regular meeting .
- Years of service on LECO board: Director since 2022 .
- Lead Independent Director and structure: LECO has a Lead Independent Director (Curtis Espeland) and independent committee structure supporting effective oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | 2024 fees earned; Chambers deferred his Board fees under the Non‑Employee Directors’ Deferred Compensation Plan |
| Committee chair fees | — | Not a chair of Audit, Compensation, Finance, or Nominating committees |
| Meeting fees | — | No meeting fees unless meetings exceed thresholds; none disclosed for 2024 |
| Above‑market deferred comp earnings | $11 | Calculated as difference over Moody’s Corporate Bond Index fund vs hypothetical rate |
| Total 2024 director compensation | $249,939 | Sum of cash, stock award grant date fair value, and above‑market earnings |
Performance Compensation
| Equity Type | Grant Details | Vesting | Fair Value |
|---|---|---|---|
| RSUs (annual director grant) | 741 RSUs granted Dec 11, 2024 | Generally vest in full one year after grant; dividend equivalents paid in cash upon distribution; change‑in‑control double trigger vesting if not assumed or upon qualifying termination | $154,928 grant date fair value (based on $209.08/share) |
- Directors’ equity awards are time‑based RSUs (not performance‑conditioned); LECO prohibits paying dividends on unvested equity and maintains double‑trigger CIC provisions for directors .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Owens Corning (OC) | Chambers is Chair, President & CEO and a director | LECO’s related‑party policy requires Audit Committee review >$120,000 transactions; Company reported no related‑party transactions requiring approval in 2024 |
- Compensation Committee interlocks: LECO disclosed no compensation committee interlocks or insider participation issues in 2024 .
Expertise & Qualifications
- Financial expertise: Board determined Chambers qualifies as an “audit committee financial expert” based on extensive accounting and financial experience in public manufacturing companies .
- Strategic and operational expertise: Brings CEO‑level experience in global manufacturing, risk oversight, business strategy, and sustainability .
Equity Ownership
| Item | Quantity | Notes |
|---|---|---|
| Beneficial ownership (LECO common shares) | 757 | “Less than 1%” of class; star designation per proxy; underlying director table shows individual holdings |
| Deferred RSUs in director plan (not counted in beneficial table) | 1,908 | RSUs deferred under the Non‑Employee Directors’ Deferred Compensation Plan |
| RSUs held (as of 12/31/2024) | 741 | Annual director grant; generally vests one year post grant |
| Ownership guidelines status | In compliance | Directors must hold 5x annual retainer or 2,185 shares; as of 12/31/2024 all non‑employee directors met guidelines except Fetch, Howze, Falotico (newer appointments) |
- Shares outstanding at record date: 56,029,920; Chambers’ 757 shares equate to approximately 0.001% of outstanding shares (calculated from reported figures) .
Governance Assessment
- Board effectiveness: Chambers’ CEO‑level financial and operational expertise and audit committee financial expert designation strengthen Audit oversight and financial literacy on the Board .
- Alignment and ownership: He defers cash retainers and holds time‑vested RSUs; LECO enforces director ownership guidelines and anti‑hedging/pledging policy; no pledges in place for directors or officers .
- Independence and conflicts: Board affirmed independence; Company reported no related‑party transactions requiring Audit Committee approval in 2024; compensation committee interlocks absent—supporting investor confidence .
- RED FLAGS: None disclosed for Chambers. LECO prohibits hedging/pledging and maintains robust clawback for executives (directors not subject to executive clawback), strong committee independence, and majority voting with resignation policy; director attendance met minimum expectations .