Business Context and Reporting Period
Company: Lincoln Electric Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 15, 2025
Event: Adoption of the Lincoln Electric Holdings, Inc. Executive Severance Plan (the "Plan") by the Compensation and Executive Development Committee, effective November 1, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change is the replacement of existing individual Change in Control (CIC) Severance Agreements with a unified Executive Severance Plan. This modernization applies to senior executives, including Named Executive Officers (NEOs): Steven Hedlund (CEO), Gabriel Bruno (CFO), and Jennifer Ansberry (General Counsel).
Plan Details and Management Commentary
The Plan provides severance benefits for involuntary terminations without Cause or for Good Reason, categorized by timing relative to a Change in Control.
Pre-Change in Control Termination
- Cash Severance: Multiplier of 2x base salary (CEO), 1x (Tier 2), or 0.75x (Tier 3). Paid over 24, 12, or 9 months respectively.
- Bonuses: Earned unpaid bonuses and prorated annual bonus based on actual performance.
- Health Benefits: COBRA coverage for 18 months (CEO), 12 months (Tier 2), or 9 months (Tier 3).
- Equity: Outstanding awards remain subject to original plan terms.
Post-Change in Control Termination (within 24 months)
- Enhanced Cash Severance: Multiplier of 3x (CEO), 2x (Tier 2), or 1x (Tier 3) applied to the sum of base salary and cash incentive compensation.
- Bonuses: Earned unpaid bonuses and prorated annual bonus based on the greater of target payout or actual performance.
- Health Benefits: COBRA coverage for 18 months (CEO and Tier 2) or 12 months (Tier 3).
- Outplacement: Services capped at $30,000.
Conditions and Risks
- Excise Tax: Payments may be reduced to optimize net after-tax position under Section 280G/4999 of the Internal Revenue Code.
- Release Requirement: Executives must execute a release of claims and restrictive covenants to receive benefits.
- Amendments: Adverse amendments prior to a Change in Control require 12 months' notice or executive consent. The Plan cannot be terminated during the 24-month period following a Change in Control.
Investor Verification Checklist
- Review the full text of the Executive Severance Plan filed as Exhibit 10.1 for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Verify the specific "Severance Multiple" and "Enhanced Severance Multiple" calculations for each NEO tier.
- Confirm the impact of the "Golden Parachute" excise tax provisions on potential payout amounts.
- Check for any future filings regarding the execution of individual participation acknowledgments by the named executives.