Curtis Espeland
LINCOLN ELECTRIC HOLDINGSAbout Curtis E. Espeland
Lead Independent Director at Lincoln Electric Holdings, Inc. since 2018; Director since 2012. Age 60. Former Executive Vice President and Chief Financial Officer of Eastman Chemical Company with deep finance, accounting, capital allocation, ERM, and M&A expertise; designated an “audit committee financial expert.” Independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastman Chemical Company | Executive Vice President & CFO | 2014–2020 | Led finance, capital allocation, ERM, IT/cyber oversight; audit committee financial expert designation at LECO reflects this background |
| Eastman Chemical Company | Senior Vice President & CFO | 2008–2014 | Oversaw internal controls, financial reporting, corporate strategy and M&A |
| Eastman Chemical Company | VP Finance & Chief Accounting Officer | 2005–2008 | Chief Accounting Officer responsibilities; financial reporting |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Huntsman Corporation (NYSE: HUN) | Director | Since 2022 | Public company directorship; enhances governance perspective |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent Director per Nasdaq standards |
| Board Leadership | Lead Independent Director; annually appointed by independent directors |
| Lead Independent Director Duties | Reviews/approves agendas and schedules; presides over executive sessions; participates in CEO evaluation; engages on board/committee evaluations; liaison with major shareholders upon request |
| Committees | Audit (member); Finance (member) |
| Audit Financial Expert | Board determined he meets “audit committee financial expert” criteria |
| Attendance | Each Director attended at least 75% of Board and committee meetings in 2024; Board held 5 meetings |
| Director Since | 2012 |
| Executive Sessions | Independent directors met in executive session at each regular 2024 Board meeting; Lead Independent Director presided |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 95,000 | Standard Board retainer |
| Lead Independent Director Premium | 35,000 | Additional cash for role |
| Committee Chair Fees | — | Not a committee chair; audit chair fee would be $30k; others $20k |
| Meeting Fees | — | Only payable if >8 meetings; none disclosed for 2024 |
| Total Cash Fees (Espeland) | 130,000 | As reported in 2024 Director Compensation Table |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Key Terms |
|---|---|---|---|---|---|
| RSUs (Annual) | Dec 11, 2024 | 741 | 154,928 | Vest in full 1 year from grant | Double-trigger vesting on change-in-control; full vest on death/disability; pro rata on retirement |
- Director equity awards are fixed-value RSUs and time-based; no performance-conditioned equity is used for non-employee directors .
Other Directorships & Interlocks
| Relationship | Potential Interlock/Conflict | Disclosed Status |
|---|---|---|
| Related-Party Transactions | Transactions over $120k requiring Audit Committee approval | None in 2024 |
| External Board: Huntsman (HUN) | Customer/supplier/competitor overlap vs. LECO | No related-party transactions reported; no family relationships among directors/executives |
Expertise & Qualifications
- Enterprise risk management, internal controls, financial reporting, capital allocation, IT/cyber oversight; CFO-level experience .
- Audit committee financial expert designation .
- Governance experience across public boards; familiarity with sustainability oversight .
Equity Ownership
| Item | Detail |
|---|---|
| RSUs Held (12/31/2024) | 741 units (as-of count for each then-serving non-employee director) |
| Ownership Guidelines | Directors must hold 5x annual cash retainer ($475k) or 2,185 shares; compliance window 5 years |
| Compliance Status | All non-employee directors met guidelines as of 12/31/2024, except Fetch and Howze (appointed 2023) and Falotico (appointed 2025) |
| Anti-Hedging/Pledging | Hedging and pledging prohibited; no pledges outstanding for any director/officer |
Governance Assessment
- Signals supporting investor confidence:
- Lead Independent Director role with robust responsibilities, enhancing oversight under combined Chair/CEO structure .
- Audit and Finance committee membership; audit financial expert designation .
- Strong attendance (>75% for all directors); regular executive sessions of independent directors .
- Director compensation mix skews to equity (RSUs ~$155k vs. cash $130k), aligning interests; fixed-value awards and ownership guidelines in place and met .
- No related-party transactions in 2024; no pledging or hedging permitted .
- Potential risk factors and mitigants:
- Combined Chair/CEO structure could concentrate authority. Mitigated by an empowered Lead Independent Director and regular executive sessions of independent directors .
- Director compensation program governance:
- Peer-aligned retainers; use of independent advisor (Meridian); double-trigger CIC; no perquisites; no excise tax gross-ups .
- Engagement:
- Board facilitates investor access to Lead Independent Director where requested, supporting shareholder engagement and transparency .