Phillip Mason
LINCOLN ELECTRIC HOLDINGSAbout Phillip J. Mason
Independent director of Lincoln Electric Holdings, Inc. since 2013; age 74. Former President, EMEA Sector of Ecolab, Inc. (2010–2012), previously President of Ecolab’s International Sector (Asia Pacific and Latin America) (2005–2010) and SVP, Strategic Planning (2004), bringing deep international operating and strategic planning expertise. Current board roles at LECO include Finance Committee Chair and member of the Compensation & Executive Development Committee; he is classified as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab, Inc. | President, EMEA Sector | 2010–2012 | Led EMEA operations for a global industrial/services company . |
| Ecolab, Inc. | President, International Sector (Asia Pacific & Latin America) | 2005–2010 | Oversaw international expansion, B2B industrial execution . |
| Ecolab, Inc. | Senior Vice President, Strategic Planning | 2004 | Corporate strategy and M&A integration planning . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCP Applied Technologies (NYSE: GCP) | Director | 2016–May 2020 | Public company board experience; no current LECO interlock noted . |
Board Governance
- Independence: Non-employee director meeting Nasdaq independence standards; all four LECO board committees are fully independent .
- Committees: Finance Committee Chair; Compensation & Executive Development Committee member .
- Board attendance: LECO’s board held five meetings in 2024; each director attended at least 75% of board and committee meetings during service .
- Engagement: Independent directors meet in executive session at each regular board meeting; Lead Independent Director role in place .
- Tenure and retirement: Director since 2013 (approx. 12 years of service); LECO has a mandatory retirement age of 75 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $115,000 (Board retainer $95,000 + Finance Chair $20,000) |
| Stock Awards ($) | $154,996 | $154,928 |
| Total ($) | $254,996 | $269,928 |
| RSU Grant (#) | 757 (granted 12/7/2023) | 741 (granted 12/11/2024) |
| RSU Grant Fair Value Basis | Closing price $204.75 (12/7/2023) | Closing price $209.08 (12/11/2024) |
Additional program details:
- Non-employee director program provides: Board retainer $95,000; Lead Independent Director $35,000; Committee Chair fees: Audit $30,000; Compensation/Finance/Nominating $20,000; Annual RSU award approx. $155,000. No meeting fees unless >8 meetings threshold .
- RSUs generally vest one year from grant; change-in-control double trigger; dividend equivalents paid at distribution .
Performance Compensation
| Component | Vesting/Performance | Notes |
|---|---|---|
| Director RSUs | Time-based vesting (generally 1 year) | No performance metrics tied to director equity; double-trigger CIC; dividend equivalents paid upon distribution . |
Compensation oversight context (relevant to Mason’s service on Compensation & Executive Development Committee):
- Short-term (EMIP) metrics for executives: Adjusted Revenue (25%), Adjusted EBITB (50%), AOWC/Sales (25%) .
- Long-term PSU metrics for executives (2024 design): 50% Adjusted Net Income growth and 50% ROIC vs. peers; for 2025 plan, shift to 50% Net Sales growth and 50% Adjusted Operating Income Margin expansion, subject to an absolute ROIC governor .
Other Directorships & Interlocks
| Company | Role | Overlap With LECO | Interlocks/Conflicts |
|---|---|---|---|
| GCP Applied Technologies | Director (until May 2020) | None currently | No related-party transactions disclosed at LECO in 2023–2024 . |
Expertise & Qualifications
- International business operations; strategic planning; B2B industrial sector expertise; M&A and integration experience from Ecolab leadership roles .
- Finance oversight as LECO Finance Committee Chair (budget, capital allocation, capex, M&A review) supports board effectiveness in financial policy and strategy .
Equity Ownership
| Item | Status/Amount |
|---|---|
| RSUs outstanding (as of 12/31/2024) | 741 |
| Director stock ownership guidelines | 5x annual board retainer ($475,000) or 2,185 shares; 5-year compliance window |
| Compliance status | As of 12/31/2024, all non-employee directors had satisfied guidelines except recent appointees (Fetch, Howze) and Falotico; Mason not listed as an exception (i.e., in compliance) . |
| Hedging/Pledging | Hedging and pledging prohibited; no pledges outstanding for any directors or executive officers . |
Governance Assessment
- Committee leadership and independence: Finance Chair role and Compensation Committee membership signal strong involvement in capital allocation and pay-for-performance governance .
- Attendance and engagement: Board met 5 times in 2024; minimum 75% attendance achieved by all directors; independent executive sessions held regularly .
- Compensation alignment: Director pay mix consistent with peers (cash retainer + fixed-value RSUs); RSUs time-based (no guaranteed perks; no gross-ups) .
- Ownership alignment: Complies with robust director stock ownership guidelines; anti-hedging/pledging policy in place; no pledges outstanding .
- Conflicts/related parties: No related-party transactions requiring Audit Committee approval in 2023 or 2024 .
- Shareholder signals: Say-on-pay approvals very strong (97% in 2024), indicating broad investor support for compensation governance overseen by the committee .
- Red flags: Approaching mandatory retirement age (74 vs. LECO policy of 75), which may lead to near-term board refresh and committee transitions; otherwise, no hedging/pledging, no related-party transactions, and stable attendance support investor confidence .