Marc Howze
LINCOLN ELECTRIC HOLDINGSAbout Marc A. Howze
Marc A. Howze (61) is an independent director of Lincoln Electric Holdings, Inc. (LECO) serving since 2023. He is the former Senior Advisor, Office of the Chairman at Deere & Company (2022–2024) and previously held senior leadership roles including Group President, Lifecycle Solutions and Chief Administrative Officer (2020–2022), Senior Vice President and Chief Administrative Officer (2016–2020), Vice President of Global Human Resources & Employee Communication, and Associate General Counsel & Corporate Secretary; earlier in his career he served as a U.S. Army officer (major) . He also serves on the board of Dover Corporation (NYSE: DOV) since November 2023 and Nationwide Mutual Insurance Company since 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Senior Advisor, Office of the Chairman | 2022–2024 | Strategic counsel to Chairman; enterprise oversight exposure |
| Deere & Company | Group President, Lifecycle Solutions & Chief Administrative Officer | 2020–2022 | Led globally diverse businesses; oversight of supply management/logistics and HR |
| Deere & Company | Senior Vice President & Chief Administrative Officer | 2016–2020 | Enterprise operations leadership; risk and governance responsibilities |
| Deere & Company | VP Global HR & Employee Communication; Associate General Counsel & Corporate Secretary | Not disclosed | HR, communications, legal, corporate secretary functions |
| U.S. Army | Officer (Major) | Not disclosed | Leadership and operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dover Corporation (NYSE: DOV) | Director | Since Nov 2023 | Public company governance; potential compensation benchmarking interlock |
| Nationwide Mutual Insurance Company | Director | Since 2018 | Insurance sector oversight; governance perspective |
Board Governance
- Committee memberships: Compensation & Executive Development Committee (member) and Finance Committee (member); not chair of either (chairs are Michael F. Hilton for Compensation & Executive Development and Phillip J. Mason for Finance) .
- Independence: Non-employee directors meet Nasdaq independence standards; all four Board committees are fully independent .
- Attendance: In 2024, each director attended at least 75% of total Board and relevant committee meetings; Board held five meetings .
- Lead Independent Director and executive sessions: Curtis E. Espeland serves as Lead Independent Director; independent directors met in executive session at each regular 2024 Board meeting .
- Related-party transactions: Company policy requires Audit Committee review; no related-party transactions required approval in 2024 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Board) | $95,000 | Standard non-employee director retainer |
| Committee chair fees | $30,000 (Audit); $20,000 (Compensation & Executive Development, Finance, Nominating & Corporate Governance) | Not applicable to Howze (not chair) |
| Lead Independent Director fee | Additional $35,000 | Not applicable to Howze |
| Meeting fees | None (unless >8 meetings; then $1,500 Board / $1,000 Committee per excess meeting) | Policy detail |
| Annual RSU grant | Approx. $155,000 fixed-value | Granted under 2023 Stock Plan for Non-Employee Directors |
| Initial RSU grant (new directors) | Approx. $155,000 (pro-rated) | Not applicable in 2024 for Howze |
| FY 2024 Director Compensation (Marc A. Howze) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 95,000 |
| Stock Awards (RSUs; 741 units at $209.08 grant-date fair value) | 154,928 |
| Change in Pension Value/Nonqualified Deferred Comp Earnings | 0 |
| Total | 249,928 |
- RSU grant details: On December 11, 2024, each then-serving non-employee director received 741 RSUs; grant-date fair value based on $209.08 closing price .
- Director stock ownership guidelines: Must hold shares valued at 5× annual Board retainer ($475,000) or 2,185 shares; directors have five years to comply .
Performance Compensation
Directors do not receive performance-based equity; non-employee director RSUs vest time-based (see vesting below). As a member of the Compensation & Executive Development Committee, Howze oversees executive pay-for-performance metrics:
| 2024 EMIP (Annual Bonus) Metrics | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Revenue for Compensation Purposes | 25% | 93% | 100% | 105% |
| Adjusted EBITB | 50% | 85% | 100% | 115% |
| AOWC/Sales (Operating Working Capital/Sales) | 25% | 90% | 100% | 110% |
| Performance Shares (3-year) Metrics | Weight | Target construct |
|---|---|---|
| Adjusted Net Income Growth (absolute) | 50% | 3-year ANI growth vs. goals; 2022–2024 target at 140% of 2021 ANI ($356,445k → $499,023k) |
| ROIC for Compensation Purposes (relative) | 50% | 3-year average ROIC percentile vs. peers; target at 65th percentile |
- 2022–2024 performance outcomes: ANI growth 47.7% ($526,440k) → 138.5% payout; ROIC at 100th percentile → 200% payout; combined PS payout 169.2% of target .
- 2025 design changes: Short-term plan shifts to 60% Adjusted EBITB and 20% AOWC/Sales; long-term plan shifts to 50% Net Sales Growth and 50% Adjusted Operating Income Margin Expansion with an absolute ROIC “governor”; PS weight increased to 50% of LTI .
Director equity vesting (non-employee directors):
- RSUs generally vest in full one year after grant; accelerated vesting on change-in-control if not assumed or upon qualifying termination; full vesting on death/disability; pro rata vesting on retirement .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Dover Corporation (NYSE: DOV) | Director (since Nov 2023) | Dover added to LECO’s compensation peer group for 2025; as a comp committee member at LECO, benchmarking against a company where he serves as director warrants monitoring for perceived conflicts in pay-setting or peer selection (RED FLAG) |
| Nationwide Mutual Insurance Company | Director (since 2018) | Private mutual insurer; no disclosed related-party transactions with LECO in 2024 |
Expertise & Qualifications
- Governance, strategic planning, and risk management expertise from senior executive roles at a global manufacturer; insights into manufacturing, supply management/logistics, and human resources; legal and corporate secretary experience; U.S. Army leadership background .
- Brings board-level perspectives from Dover and Nationwide, supporting oversight of strategy and operations .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership of LECO common stock (as of 12/31/2024) | 0 shares; less than 1% of class |
| RSUs held (as of 12/31/2024) | 741 RSUs (standard annual grant to each non-employee director) |
| Director ownership guideline status | Not yet met; within five-year compliance window (appointed 2023). Guideline = $475,000 (5× retainer) or 2,185 shares |
| Hedging/Pledging | Prohibited; no pledges in place for any directors or executive officers (alignment-positive) |
Governance Assessment
- Strengths: Independent director with deep operating, HR, and governance experience; active on Compensation & Executive Development and Finance Committees; attends meetings at required levels; Board maintains robust governance (executive sessions, majority voting, anti-hedge/pledge, clawbacks for executives) supporting investor confidence .
- Alignment: Holds annual RSUs and is subject to director ownership guidelines; not yet in compliance due to recent appointment but within the five-year window, which moderates immediate alignment concerns .
- Conflicts/Related-party: No related-party transactions in 2024; compensation consultant (Meridian) assessed as independent; strong policies mitigate risks .
- RED FLAGS and watch items:
- Peer group interlock: Dover added to compensation peer group while Howze sits on Dover’s board—monitor for perceived conflicts in compensation benchmarking and committee deliberations .
- Low current beneficial ownership: 0 shares beneficially owned as of 12/31/2024 (though RSUs held and compliance period active) .
Investor take: Howze’s committee roles and governance background are net positives for Board effectiveness. The Dover peer-group interlock is a notable oversight item; investors may seek disclosure of safeguards in peer selection and compensation-setting processes to mitigate perceived conflicts, alongside updates on ownership guideline progress .