Gabriel Bruno
Executive Vice President, Chief Financial Officer and Treasurer at 
LINCOLN ELECTRIC HOLDINGS
LINCOLN ELECTRIC HOLDINGSExecutive
About Gabriel Bruno
Gabriel Bruno is Executive Vice President, Chief Financial Officer and Treasurer of Lincoln Electric; he joined the company in 1995 after serving as an audit manager at Price Waterhouse and holds an accounting degree from John Carroll University . He was appointed CFO in April 2020 after roles as Corporate Controller & Director of IT (2004–2012), Chief Information Officer (2012) and Chief Human Resources Officer (2016–2018) . Under Lincoln Electric’s 2025 Strategy, 2024 outcomes included net sales of $4.0B (down 4%), record 17.6% adjusted operating income margin, $599M cash from operations, and adjusted ROIC of 21.8% (top-quartile versus peers) . Executive pay-for-performance is linked to measures such as ROIC for compensation purposes, Adjusted EBITB, Adjusted Revenue and AOWC/Sales; ROIC was cited as the most important 2024 linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln Electric | Corporate Controller & Director of Information Technology | 2004–2012 | Built finance/IT controls; foundation for later CIO role |
| Lincoln Electric | Chief Information Officer | 2012 | Led enterprise systems and digital capabilities |
| Lincoln Electric | Chief Human Resources Officer | 2016–2018 | Drove talent and engagement initiatives |
| Lincoln Electric | Executive Vice President, Finance | Appointed Jan 2019 | Advanced global finance strategy |
| Lincoln Electric | EVP, CFO and Treasurer | April 2020–present | Capital allocation discipline; performance-linked pay architecture |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Price Waterhouse | Audit Manager | Pre-1995 | Public company audit and controls experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 540,000 | 580,000 |
| EMIP Target ($) | 487,500 | 566,000 | 580,000 |
| EMIP Actual ($) | 975,000 | 979,026 | 386,280 |
| EMIP Target as % of Salary | 98% | — | 100% |
Notes:
- 2024 CFO base salary was increased 7.4% to remain competitive; Lincoln targets NEO total cash (base + target bonus) at ~65th percentile while base pay is set near the 45th percentile .
Performance Compensation
Annual Bonus (EMIP) – Design and 2024 Outcomes
| Metric | Weight | Actual vs Budget | Financial Performance Factor |
|---|---|---|---|
| Adjusted Revenue | 25% | 91.8% | 0% |
| Adjusted EBITB | 50% | 91.6% | 72.0% |
| AOWC/Sales | 25% | 95.6% | 78.0% |
| Executive | EMIP Target ($) | Actual Award ($) | Actual as % of Target |
|---|---|---|---|
| Gabriel Bruno | 580,000 | 386,280 | 67% |
- Individual performance rating ranges (100–130) adjust payouts; 2024 EMIP payments averaged ~62% lower YoY due to relatively flat revenue .
Long-Term Incentive Grants (Equal-weighted Options, RSUs, PSUs)
| Grant Type | Grant Date | Shares | Exercise Price | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 2/20/2024 | 6,799 | 246.99 | 2/20/2034 | 450,026 |
| RSUs | 2/20/2024 | 1,888 | — | — | 466,317 |
| PSUs (Target) | 2/20/2024 | 1,888 | — | 3-yr cycle | 466,317 |
| PSUs (Max) | 2/20/2024 | 3,776 | — | 3-yr cycle | 932,634 (max) |
Vesting mechanics:
- RSUs vest in full after three years of continuous employment; dividend equivalents paid in cash at distribution .
- PSUs vest based on three-year performance; dividend equivalents paid in cash at distribution; payouts range 0–200% of target .
- Options vest in equal annual thirds over three years; 10-year term; granted at closing price; valued via Black-Scholes .
Realized 2024 Equity Activity (Liquidity/Pressure Signals)
| Activity | Shares | Value Realized ($) |
|---|---|---|
| Options Exercised | 12,820 | 2,052,026 |
| Stock Vested (RSUs/PSUs) | 8,865 | 2,010,730 |
| PSUs Deferred into Top Hat Plan | 5,018 PSUs; $39,291 dividends | — |
Deferrals into the Top Hat Plan reduce immediate selling pressure; Bruno also deferred 6,542 PSUs (plus $46,056 dividends) that vested during 2024 and has 15,762 PSUs historically deferred, with an aggregate Top Hat balance of $3,169,945 at year-end .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 54,497 shares; <1% of class |
| Direct Shares Held of Record | 907 (incl. 277 jointly with spouse) |
| RSUs Vesting within 60 Days | 2,966 shares |
| Options Exercisable within 60 Days | 50,624 shares |
| Unvested RSUs (FY-end) | 2,966 shares; $556,036 value (at $187.47) |
| Unearned PSUs (FY-end) | 4,842 shares; $907,730 payout value |
| 2024 Unexercisable Options Outstanding | 6,799 (2024 grant); 6,058 (2023); 4,623 (2022) |
| Stock Ownership Guidelines | EVPs must hold 3x base salary; all NEOs met guidelines as of 12/31/2024 |
| Hedging/Pledging | Prohibited; no pledges by Directors or executive officers |
Employment Terms
| Provision | Terms/Amounts |
|---|---|
| Employment Agreements | None; no standard employment or severance agreements (outside change-in-control) |
| Change-in-Control Structure | Double-trigger; if awards are replaced, acceleration occurs upon qualified termination; if not replaced, all outstanding awards accelerate at closing |
| Change-in-Control Economics (Qualified Termination) | Total: $6,111,853; Severance: $3,114,026; Accelerated PSUs: $807,808; Options: $344,459; RSUs: $1,795,560; Outplacement: $50,000; 280G cutback: $0 |
| Normal Retirement Eligibility (as of 12/31/2024) | Eligible; equity acceleration value: $2,947,827 (PSUs $807,808; Options $344,459; RSUs $1,795,560) |
| Clawback Policies | SEC/Nasdaq-compliant clawback for excess incentive-based comp on restatement; supplemental recovery policy for compensation not covered by the primary clawback |
| Tax Gross-Ups | None; no excise tax gross-ups or tax reimbursements |
| Insider Trading Policy | Restricts speculative transactions; prohibits hedging and future pledging |
| Deferred Compensation | Top Hat Plan and Restoration Plan available; Bruno Top Hat aggregate balance $3,169,945; Restoration Plan balance $859,055 |
Compensation Structure Analysis
- Mix shift and at-risk pay: In 2024, only 37.8% of Bruno’s total compensation was base + annual bonus, indicating high “at-risk” exposure (equity/options/PSUs) consistent with pay-for-performance . Long-term incentives are equally weighted across stock options, RSUs, and PSUs, reinforcing balanced long-term alignment .
- Year-over-year changes: Stock awards increased ($759,474 → $852,046 → $932,634) while EMIP fell sharply in 2024 ($979,026 → $386,280), reflecting lower revenue and the EMIP matrix outcomes .
- Performance metric rigor: EMIP ties payouts to Adjusted EBITB, Adjusted Revenue, and AOWC/Sales; long-term pay linkage emphasizes ROIC for compensation purposes, aligning incentives to profitability and capital efficiency .
Investment Implications
- Alignment: Strong governance—stock ownership guidelines met; hedging/pledging banned; robust clawback—supports shareholder alignment and mitigates risk of misaligned incentives . Equity grants with 3-year vesting and PSUs capped at 200% tie pay to multi-year performance .
- Liquidity/Selling pressure: 2024 option exercises (12,820) and vesting (8,865) generated realized value, but substantial deferrals of PSUs and dividends into the Top Hat Plan temper immediate selling pressure . Ownership remains <1% of shares outstanding, with most exposure via options and unvested equity .
- Retention risk: Normal retirement eligibility and significant retirement-eligible acceleration values ($2.95M for Bruno) indicate potential medium-term transition risk; however, the double-trigger CIC structure and equal-weighted LTIP suggest continued retention incentives tied to ongoing performance .
- Performance linkage: With 2024 delivering record margins and strong cash conversion under a challenging macro, the compensation framework’s emphasis on ROIC, EBITB, and working capital supports disciplined execution; EMIP sensitivity evidenced by the 67% payout underscores downside protection when growth softens .