Michele Kuhrt
LINCOLN ELECTRIC HOLDINGSAbout Michele Kuhrt
Michele R. Kuhrt is Executive Vice President and Chief Transformation Officer (CTO) at Lincoln Electric (LECO), appointed April 8, 2024 after serving as EVP, Chief Human Resources Officer (CHRO) and previously as Chief Information Officer and Senior Vice President, Tax; she joined Lincoln Electric in 1997 and is scheduled to retire effective August 31, 2025 . She is a CPA and holds bachelor’s and master’s degrees in accountancy from Case Western Reserve University; prior roles include Elsag Bailey (ABB) and PricewaterhouseCoopers . Company performance metrics tied to executive pay include 2024 net sales of $4.0B, adjusted operating margin 17.6%, cash from operations $599M, and top‑quartile adjusted ROIC of 21.8%; 2024 TSR was −13% and 2020–2024 Adjusted EPS CAGR was 22% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lincoln Electric | Executive Vice President, Chief Transformation Officer | 2024–2025e | Led enterprise process standardization and organizational alignment under the Lincoln Electric Business System to support growth/profitability . |
| Lincoln Electric | Executive Vice President, Chief Human Resources Officer | 2019–2024 | Drove global HR strategy with emphasis on engagement, development, D&I; strengthened talent pipeline . |
| Lincoln Electric | Chief Information Officer | 2016–2019 | Rolled out global IT initiatives; member of Management Committee, enabling systems integration across business units . |
| Lincoln Electric | Senior Vice President, Tax; Director of Taxes | 1997–2016 | Led global tax strategy, supported multinational operations and all global businesses . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elsag Bailey Process Automation (ABB unit) | Group Director of Tax | Pre‑1997 | Led tax for industrial automation business; cross‑border tax leadership . |
| PricewaterhouseCoopers | International Tax Manager | Pre‑1997 | Provided international tax expertise; foundational finance/accounting skill set . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $438,000 | $451,000 | $468,000 |
| Target Bonus ($) | $830,000 | $689,797 (actual; see EMIP below) | $430,560 (target) |
| Actual Bonus Paid ($) | $830,000 | $689,797 | $262,857 |
| Company Retirement Contributions ($) | $131,282 | $170,874 | $138,936 |
| Perquisites – Financial Planning ($) | — | — | $13,671 |
| Perquisites – Physical Examination ($) | — | — | $169 |
| Travel Insurance Premiums ($) | — | — | $454 |
| Total “All Other Compensation” ($) | $131,282 | $170,874 | $153,230 |
Performance Compensation
| Component | Metric/Terms | 2024 Target | 2024 Actual/Payout | Vesting |
|---|---|---|---|---|
| EMIP (Annual Cash Bonus) | Financial metrics weighted: 50% Adjusted EBITB; 25% Adjusted Revenue; 25% AOWC/Sales; individual performance modifier | Target bonus $430,560 (92% of base salary) | Financial performance: Adjusted Revenue 91.8%→0% payout; Adjusted EBITB 91.6%→72%; AOWC/Sales 95.6%→78%; Weighted factor ≈55.5%; actual bonus $262,857 (61% of target) | Paid following year per EMIP; no discretionary override used in 2024 . |
| 2024 Grants – Stock Options | Strike $246.99; 10‑yr term; standard vesting | 2,896 options | — | Ratable over 3 years (equal annual increments); accelerated on death/disability; retirement; double‑trigger CIC if replacement awards provided then qualified termination . |
| 2024 Grants – RSUs | — | 804 RSUs | — | Cliff vest at 3 years; accelerated vesting on death/disability; retirement; double‑trigger CIC if replacement awards provided then qualified termination . |
| 2024 Grants – PSUs (Target) | 50% 3‑yr Adjusted Net Income growth; 50% 3‑yr ROIC vs peers | 804 PSUs (target); 1,608 max | — | Earned over 3 years; vest at target on death/disability; retirement vests based on actual performance; double‑trigger CIC: awards granted since 2024 vest at greater of target or actual if replacement awards and qualified termination . |
| 2022–2024 PSU Cycle (payout) | 3‑yr ANI growth and ROIC (equal weights) | Target defined off 2021 ANI ($356.4M base); ROIC target 65th percentile | Combined payout 169.2%; Kuhrt received 2,206 shares | Settled in early 2025; dividend equivalents paid in cash . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 46,876 shares; <1% of class . |
| Outstanding equity (12/31/2024) – RSUs unvested | 804 RSUs; market value $150,726 . |
| Outstanding equity – PSUs unearned (shown at max) | 1,608 PSUs; market/payout value $301,452 (at max) . |
| Options – unexercisable (2024 grant) | 2,896 options @ $246.99; expire 2/20/2034 . |
| Options – prior grants (exercisable) | 2019: 5,514 @ $88.44 (exp. 2/18/2029); 2020: 7,118 @ $89.63 (exp. 2/19/2030); 2021: 7,358 @ $114.27 (exp. 2/17/2031); 2022: 4,064 @ $128.03 (exercisable) . |
| 2024 option exercises and vesting | Exercised 3,954 options; realized $645,255; RSUs/PSUs vested: 2,902 shares; value $813,220 . |
| Ownership guidelines & compliance | Executives must hold 3x base salary (EVPs); all NEOs met guidelines as of 12/31/2024 . |
| Hedging/pledging policy | Hedging and pledging prohibited; no pledges in place for any Directors or executive officers . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | None for U.S. executives outside change‑in‑control agreements . |
| Change‑in‑control (CIC) definition | ≥30% voting power; certain mergers/asset sales; Board turnover majority; liquidation/dissolution . |
| CIC severance (double‑trigger) | Lump sum equal to base pay + bonus times 2 for other NEOs; CEO 3x; pro‑rata EMIP (greater of actual or target); outplacement ($50k for NEOs); medical/life insurance for 3 years; 280G cutback if beneficial . |
| CIC equity treatment | Options/RSUs/PSUs accelerated under double‑trigger when replacement awards are provided and subsequent qualified termination; if no replacement awards, accelerate at closing . |
| Normal retirement equity acceleration (estimated values as of 12/31/2024) | Kuhrt: Total $1,102,704 (PSUs $353,193; Options $151,856; RSUs $597,655) . |
| CIC qualified termination (estimated values as of 12/31/2024) | Kuhrt: Total $3,608,501 (Severance $2,455,797; PSUs $353,193; Options $151,856; RSUs $597,655; Outplacement $50,000) . |
| Clawback & supplemental recovery | SEC/Nasdaq‑compliant clawback for restatements; supplemental recovery policy covers incentive comp outside clawback scope . |
| Deferred compensation | Restoration Plan and Top Hat Plan available; Kuhrt participated in Restoration Plan (Registrant contributions $97,536; earnings $37,646; 2024 year‑end balance $650,002) . |
Compensation Structure Analysis
- Pay mix and market positioning: Base pay set near 45th percentile; total cash targeted at 65th percentile; long‑term incentives targeted at median; 2024 base increased 3.8% to $468,000 .
- 2024 EMIP outcomes reflect below‑threshold revenue and sub‑target profitability/working capital, driving a 61% of target payout for Kuhrt; indicates tight pay‑for‑performance linkage .
- Equity design balances options, RSUs, and PSUs equally in 2024; effective 2025 shifts to 50% PSUs, 25% options, 25% RSUs; RSUs move to 3‑yr ratable vesting; PSU metrics shift to Net Sales Growth and Adjusted Operating Income Margin Expansion with ROIC governor, increasing long‑term focus on growth and margins .
- Governance: robust clawback, anti‑hedging/pledging, double‑trigger CIC; 2024 say‑on‑pay approval 97% .
Performance Compensation – Metric Design and Payout Detail
| Metric | Weight | 2024 Target | 2024 Actual | Payout Curve Result |
|---|---|---|---|---|
| Adjusted Revenue (for compensation purposes) | 25% | $4.342B | 91.8% of budget | 0% . |
| Adjusted EBITB | 50% | $963M | 91.6% of budget | 72% . |
| AOWC/Sales | 25% | 20.6% | 95.6% of budget | 78% . |
| Weighted Financial Payout Factor | — | — | — | ≈55.5% (drives EMIP payouts) . |
| Individual Performance Modifier | — | — | Typical range 100–130 | Applied to final EMIP payout; 2024 awards approved without discretionary override . |
| PSUs – 2022–2024 cycle | 50% ANI growth; 50% ROIC vs peers | Target ANI growth 40%; ROIC 65th percentile | ANI growth +47.7% → 138.5% of target; ROIC 100th percentile → 200% of target | Combined 169.2%; Kuhrt received 2,206 shares . |
Say‑on‑Pay & Peer Group (Benchmarking)
- 2024 Say‑on‑Pay approval: 97% (total votes cast), indicating investor support for pay-for-performance program .
- 2024 peer group (18 industrials): Ametek, Carlisle, Crane Co., Donaldson, ESAB, Flowserve, Graco, IDEX, ITT, Kennametal, Nordson, Regal Rexnord, Snap‑On, Terex, Timken, Toro, Woodward, Xylem .
- 2025 peer group update: Remove Terex and Toro; add Dover, Fortive, Ingersoll Rand to reflect industrial technology/automation adjacency .
Expertise & Qualifications
- Credentials: CPA; bachelor’s and master’s in accountancy (Case Western Reserve University) .
- Cross‑functional leadership: HR, IT, Finance/Tax; extensive enterprise transformation experience (LBS) .
Equity Ownership & Alignment – Additional Notes
- Stock ownership guidelines: EVPs must hold 3x base salary; all NEOs in compliance as of 12/31/2024 .
- No hedging/pledging permitted; none in place for Directors or executive officers .
- 2024 vesting/exercise activity implies controlled liquidity events (3,954 options exercised; RSUs/PSUs vested 2,902 shares), consistent with policy constraints .
Employment Terms – Additional Notes
- No separate employment or severance agreements outside CIC; standard COBRA provisions apply on termination .
- Outplacement benefits capped ($50k for NEOs) under CIC qualified termination .
- Deferred compensation balances and elections governed by Restoration Plan and Top Hat Plan documents; distributions subject to age/separation rules .
Investment Implications
- Alignment: Strong governance (clawback, anti‑hedging/pledging, ownership guidelines) and tight metric design support pay‑for‑performance and long‑term value creation; Kuhrt’s multi‑disciplinary background has advanced enterprise process excellence .
- Retention/transition risk: Announced retirement effective Aug 31, 2025 reduces retention risk but presents succession/continuity considerations for transformation initiatives; change‑in‑control protections and retirement equity acceleration are well‑defined .
- Trading signals/insider activity: 2024 option exercises and PSU vesting were moderate; upcoming RSU/option vesting schedules (and retirement timing) are predictable under standard terms, limiting unforeseen selling pressure; anti‑hedging/pledging mitigates misalignment risk .
- Program evolution: 2025 shift toward PSU weight and growth/margin metrics with ROIC governor increases long‑term performance sensitivity; expect tighter linkage between executive payouts and multi‑year revenue/margin expansion .