Michael Hilton
LINCOLN ELECTRIC HOLDINGSAbout Michael F. Hilton
Independent director at Lincoln Electric Holdings, Inc. since 2015; age 70. Former President and CEO of Nordson Corporation (2010–2019) and served on Nordson’s board; identified as an audit committee financial expert. Tenure on LECO’s board: 10 years, with committee leadership in compensation and participation in nominating and governance oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordson Corporation | President & CEO; Director | 2010–2019 | Led global manufacturing strategy; informed LECO board with product, distribution, and global markets expertise; deemed audit committee financial expert |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Ryder System, Inc. | NYSE: R | Director | Since 2012 | Logistics exposure; governance experience |
| Regal Rexnord Corporation | NYSE: RBC | Director | Since 2019 | Industrial peer to LECO; interlock relevance for compensation benchmarking |
| JELD-WEN | NYSE: JELD | Director | Since Aug 2023 | Building products governance perspective |
| Nordson Corporation | NASDAQ: NDSN | Director | 2010–2019 | Prior board service; manufacturing expertise |
Board Governance
- Committee memberships: Chair, Compensation & Executive Development; Member, Nominating & Corporate Governance .
- Independence: Determined independent under Nasdaq standards; all four board committees composed of independent directors .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of board and committee meetings; directors expected to attend annual meeting .
- Executive sessions: Independent directors met in executive session at each regular meeting; led by Lead Independent Director .
- Compensation committee interlocks: None; no reportable business relationships; and no reciprocal committee service with companies employing LECO executives .
Fixed Compensation
| Component | Amount | 2024 Detail | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $95,000 | Standard cash retainer for non‑employee directors | |
| Committee Chair Fee | $20,000 | Compensation & Executive Development Chair fee | |
| Committee Member Fees | — | No meeting fees unless more than eight meetings/year; not applicable in 2024 | |
| Total Cash Earned (2024) | $115,000 | Reported for Hilton |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting | Deferral/Terms |
|---|---|---|---|---|---|
| Annual RSU | Dec 11, 2024 | 741 RSUs | $154,928 (at $209.08/share) | Typically vests in full one year after grant | Hilton elected to defer 2024 RSUs under Director Deferred Compensation Plan; RSU deferrals invested in LECO stock; double-trigger vesting on change-in-control if service ends or award not assumed; pro rata vesting on retirement; dividend equivalents paid at distribution |
| Initial RSU (for new directors) | As applicable | ~ $155,000 fixed value | — | Pro-rated to next annual grant | Program summary (not specific to Hilton) |
Performance metric use in director compensation: None disclosed for directors; equity awards are time‑based, not performance‑based. Company-wide pay-for-performance metrics apply to executives, not directors .
Other Directorships & Interlocks
| Relationship | Details | Governance Consideration |
|---|---|---|
| Director at Regal Rexnord (peer) | LECO’s compensation peer group includes Regal Rexnord; Hilton serves as director at RBC | Potential information flow interlock; mitigated by LECO’s independence standards and no interlocks disclosed; monitor committee decisions for benchmarking neutrality |
| Director at Ryder, JELD-WEN | Not direct competitors to LECO | Adds cross-industry oversight experience |
Expertise & Qualifications
- 30+ years global manufacturing leadership; strategy, product technology, distribution channels, and global market expertise .
- Audit committee financial expert designation by LECO board .
- Governance and talent development experience through prior CEO and multiple public company board roles .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership | 6,294 shares | <1% of class; beneficial ownership as of Dec 31, 2024 |
| Deferred RSUs/DSUs | 5,900 shares | Deferred under Non‑Employee Directors’ Deferred Compensation Plan; not included in beneficial ownership table |
| Stock Ownership Guidelines | Met | Directors must hold 5x retainer or 2,185 shares; as of Dec 31, 2024, all non‑employee directors met guidelines except two newer appointees; Hilton is not listed as an exception |
| Hedging/Pledging | Prohibited; none | Company prohibits hedging/pledging; no pledges by directors or executives |
Governance Assessment
- Strengths: Independent status; chairs Compensation & Executive Development; strong manufacturing and financial expertise; solid attendance; robust stock ownership and anti‑hedging/pledging policies; no related‑party transactions in 2024; compensation committee uses independent advisor (Meridian) and maintains clawback policies for executives .
- Potential watch items: External board at Regal Rexnord (peer) creates an interlock context—though LECO discloses no compensation interlocks, investors should monitor benchmarking and committee decisions for potential perception of conflict .
- Director pay mix: Balanced cash ($115k) and equity ($155k fixed-value RSU), aligned with shareholder interests via ownership guidelines and deferred stock elections; no perquisites for directors; double‑trigger change‑in‑control terms standard for RSUs .
Related‑party exposure: None requiring Audit Committee approval in 2024, per LECO’s related‑party transaction policy .