Kathryn Lincoln
LINCOLN ELECTRIC HOLDINGSAbout Kathryn Jo Lincoln
Independent Director at Lincoln Electric Holdings, Inc. (LECO); age 70; director since 1995; serves on the Compensation & Executive Development Committee and the Nominating & Corporate Governance Committee; determined independent under Nasdaq standards. Former Chief Investment Officer (1996–2024) and current Chair of the Lincoln Institute of Land Policy, with deep expertise in strategic asset allocation, governance, and sustainability; recognized as a Board Leadership Fellow (NACD) and among WomenInc’s most influential corporate directors (2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Institute of Land Policy | Chief Investment Officer | 1996–2024 | Directed endowment strategy and policy leading to ~$800 million asset base; strategic asset allocation and impact measurement . |
| Lincoln Institute of Land Policy | Chair, Board of Directors | 2024–Present | Strategic direction, planning, education program oversight and impact measurement . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HonorHealth Network | Director | Not disclosed | Health system governance . |
| Claremont Lincoln University | Director | Not disclosed | Academic governance . |
| International Center for Land Policy Studies and Training (Taiwan) | Co-Chair | Not disclosed | Global land policy training oversight . |
| The Hope Effect (non-profit) | Director | Not disclosed | Non-profit governance . |
Board Governance
- Committee memberships: Compensation & Executive Development; Nominating & Corporate Governance; not an Audit or Finance member; not listed as a committee chair .
- Independence: Board determined each non‑employee director meets Nasdaq independence; all four Board committees are fully independent .
- Attendance and engagement: Board held 5 meetings in 2024; each Director attended at least 75% of applicable Board and committee meetings; Directors expected to attend the Annual Meeting (and did in 2024) .
- Lead Independent Director and executive sessions: Independent Directors met in executive session at each regular Board meeting with the Lead Independent Director presiding .
- Shareholder alignment: 2024 say‑on‑pay approval 97%; robust investor engagement recognized by Institutional Investor rankings; active outreach and sustainability oversight .
- Governance safeguards: Majority voting policy for Directors; anti‑hedging/pledging policy (no pledges outstanding); clawback policy compliant with SEC/Nasdaq; double‑trigger CIC; stock ownership guidelines for Directors .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard Board retainer. |
| Committee chair fee | $0 | Not a chair; chairs receive $30,000 (Audit $30,000; others $20,000) . |
| Lead Independent Director fee | $0 | Not applicable. |
| Meeting fees | $0 | Only paid if meetings exceed thresholds. |
| Nonqualified deferred comp earnings (above‑market) | $87 | As reported in 2024 Director Compensation table. |
| Total 2024 compensation | $250,015 | Fees + stock awards + above‑market earnings. |
Deferrals: She deferred all Board fees and 2024 RSUs under the Non‑Employee Directors’ Deferred Compensation Plan .
Performance Compensation (Director)
| Equity | Grant | Quantity | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 2024-12-11 | 741 | $154,928 (at $209.08 per share) | Full vest in 1 year; dividend equivalents paid at distribution; CIC vesting if not assumed or upon qualifying termination; pro‑rata vesting on retirement; death/disability full vest | She elected to defer 2024 RSUs . |
Directors do not receive options or PSUs as part of the standard non‑employee Director program; RSUs are time‑based (no financial performance metrics disclosed) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Not disclosed . |
| Compensation committee interlocks | None reported for LECO’s Compensation & Executive Development Committee (which includes Lincoln as a member) . |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy; no related‑party transactions requiring approval in 2024 . |
Expertise & Qualifications
- Strategic asset allocation, governance, and sustainability expertise; global mindset; long‑standing knowledge of LECO’s culture and founding principles as a Lincoln family member .
- Recognitions: NACD Board Leadership Fellow; WomenInc 2019 most influential corporate directors .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 726,955 shares | 1.29% of common stock . |
| Direct/Trust holdings | 26,678 shares held of record by a personal trust with sole voting/investment power . | |
| Indirect holdings (organization chaired) | 700,277 shares held by Lincoln Institute of Land Policy; Lincoln disclaims beneficial ownership; shared voting/investment power . | |
| Director RSUs held (as of 12/31/2024) | 741 RSUs (2024 grant); deferred . | |
| Pledged shares | None; anti‑hedging/pledging policy in place . | |
| Ownership guideline status | Directors must meet 5x retainer or 2,185 shares; as of 12/31/2024, all non‑employee Directors (except recent appointees) met guidelines . |
Governance Assessment
- Board effectiveness: Active committee participation (Compensation & Executive Development; Nominating & Corporate Governance) positions Lincoln at the center of executive pay design, board refreshment, and governance processes; the committee utilizes an independent consultant (Meridian), conducts annual program reviews, and adheres to best practices (double‑trigger CIC, clawbacks, stock ownership) .
- Independence and attendance: Determined independent under Nasdaq standards; meeting attendance thresholds achieved; regular executive sessions reinforce independent oversight .
- Ownership alignment: Significant share ownership associated with the Lincoln Institute of Land Policy that she chairs (700,277 shares); while she disclaims beneficial ownership and shared powers are noted, this concentration may raise perception risk of influence; however, no related‑party transactions were reported in 2024 and anti‑hedging/pledging policies apply .
- Investor confidence signals: Strong say‑on‑pay support (97% in 2024), robust shareholder engagement, and sustainability oversight support governance quality; director pay mix (cash + fixed‑value RSUs) and ownership guidelines align interests with shareholders .
RED FLAGS and Watch Items:
- Concentrated ownership via an entity she chairs (Lincoln Institute) could be perceived as a potential influence vector despite formal independence and disclaimer; monitor any future related‑party transactions or governance changes involving that entity .
- Continued service on Compensation & Executive Development Committee requires vigilance to maintain pay‑for‑performance integrity; current practices show strong alignment and independent advisor usage .