DATE & TIME

WEDNESDAY, APRIL 22, 2020

11:00 am

	DATE & TIME THURSDAY, APRIL 22, 2021 11:00 AM ET PLACE Online at www.virtualshareholdermeeting.com/ LECO2020   PLACE Online at www.virtualshareholdermeeting.com/LECO2021 ACCESS Visit Online at www.virtualshareholdermeeting.com/LECO2021. LECO2020 to access the Annual Meeting. You must have your 16-digit control number that which is printed on your proxy card.   PARTICIPATION Submit pre-meeting questions online by visiting www.proxyvote.com before Monday, April 20,19, 20202021 at 5:00 pm ET.   RECORD DATE Shareholders of record on the close of business on February 28, 202026, 2021 are entitled to vote at the 20202021 Annual Meeting.           HOW TO CAST YOUR VOTE   Your vote is important! Please vote your shares promptly in one of the following ways: BY INTERNET Visit www.proxyvote.com until April 21, 2021 BY PHONE Call 1-800-690-6903 by April 21, 2021 BY MAIL Sign, date and return your proxy card or voting instruction form, which must be received by April 21, 2021 DURING MEETING Vote online on April 22, 2021 during the Annual Meeting at www.virtualshareholdermeeting.com/LECO2021               BY INTERNET Visit www.proxyvote.com until April 21, 2020 BY PHONE Call 1-800-690-6903 by April 21, 2020 BY MAIL Sign, date and return your proxy card or voting instruction form, which must be received by April 21, 2020 DURING MEETING Vote online on April 22, 2020 during the Annual Meeting at www.virtualshareholdermeeting.com/LECO2020   05 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 05 -   06 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 06 -   BUSINESS OVERVIEW BUSINESS OVERVIEWOUR PURPOSE:OPERATING BY A HIGHER STANDARD TO BUILD A BETTER WORLD Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxyfuel cutting equipment, and has a leading global position in brazing and soldering alloys. Headquartered in Cleveland, Ohio, U.S., we operate 59 manufacturing locations in 18 countries and distribute to over 160 countries. In 2019, we generated $3.0 Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxyfuel cutting equipment, and has a leading global position in brazing and soldering alloys. Headquartered in Cleveland, Ohio, U.S., we operate 55 manufacturing locations in 18 countries and distribute to over 160 countries. In 2020, we generated $2.7 billion in sales. As an innovation leader with the broadest portfolio of solutions and the industry’s largest team of technical sales representatives and application experts, we are known as the Welding Experts®. Our portfolio of welding and cutting solutions is designed to help customers achieve greater productivity and quality in their manufacturing and fabrication processes. We leverage our global presence and broad distribution network to serve an array of customers across various end markets including: general metal fabrication, energy, structural steel construction and infrastructure (commercial buildings and bridges), heavy industries (agricultural, mining, construction and rail equipment, as well as shipbuilding), and automotive/transportation.     OUR GLOBAL FOOTPRINT   OUR GUIDING PRINCIPLE: THE GOLDEN RULE TREAT OTHERS AS YOU WOULD LIKE TO BE TREATED For over 125 years, we have achieved success through innovation and by aligningbusiness practices that seek to align our stakeholdersstakeholders. Our long-term strategic initiatives and investments drive alignment by providing:   · Customers with a market leading product offeringmarket-leading solutions that are manufactured responsibly, operate safely and efficiently, and are supported by our superior technical application capabilitycapabilities;   · Employees with an incentive and results drivenresults-driven culture where engagement and professional growth and development is a priority; · Suppliers with a shared commitment to responsible operations that are safe, compliant and efficient; · Communities with a responsible and engaged partner who is focused on helping communities thrive; and   · Shareholders with above marketabove-market returns. Our ten year “2020 Vision and Strategy” has focused on expanding our position as a valued, technical solutions-provider in our industry by accelerating innovation, operational excellence, and achieving best-in-class financial results through an economic cycle. The strategy is founded on our values and our six core capabilities and competitive advantages to drive growth and improve margin and return performance. Our six core capabilities are: welding process expertise, commercial excellence, product development, global network and reach, operational excellence and financial discipline. In executing our “2020 Vision and Strategy,” we have pursued an aggressive acquisition strategy, accelerated our investments in R&D to enhance the value proposition and positioning of our solutions, and have emphasized engineered solutions for mission-critical applications. Additionally, we have focused on expanding our brand’s geographic and channel reach into attractive areas such as automation. Our efforts have largely been successful. Contributions from acquisitions, a strong vitality index of new products, and expanded market presence have helped improve margin performance and returns. Our focus on operational excellence, safety and sustainability initiatives have helped structurally improve our operations and have contributed to improved margins, cash flow generation and returns. We are well positioned for improved long-term operating performance of the business through the economic cycle. Our financial performance against our “2020 Vision & Strategy” goals reflects progress across most metrics during the strategic plan period: Key  Financial  Metrics 2020 Goal 2009–2019 Achievement1 Key Initiatives and Focus Sales Growth CAGR 10% CAGR 6% Reported Sales CAGR // 7% Sales CAGR excluding FX and Venezuela results ·  Increase R&D investments to raise our new product vitality index ·  Active acquisition program Operating Income Margin 15% Average 12.1% Average Reported 12.9% Average Adjusted (Achieved a 5-year average 13.7% adjusted margin) ·  Target attractive growth opportunities ·  Richen the portfolio mix through differentiated technologies and applications ·  Operational excellence Return on Invested Capital (ROIC) 15% Average 17.3% Average ·  Disciplined acquisition program with stringent ROIC and IRR goals ·  Margin expansion ·  Cash management Average Operating Working Capital Ratio 15% at 2020 16.8% at 2019 (640 bps improvement vs. 2009) ·  Effective cash cycle management ·  Inventory management (1) See Appendix A for definitions and/or reconciliations of these metrics to results reported in accordance with generally accepted accounting principles (GAAP). 07 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 08 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T In 2019, the Company introduced its new long-term strategy, the “Higher Standard 2025 Strategy” (HS2025). HS2025 builds upon the financial and sustainability achievements from our “2020 Vision and Strategy” to ensure Lincoln Electric continues to deliver superior value to its stakeholders. The growth strategy leverages an active acquisition program and organic growth across our global footprint emphasizing differentiated, value-added solutions and technologies. The strategy continues to focus on achieving best-in-class financial and sustainability performance, as well as amplifying employee engagement. HS2025 leverages local and regionally-led investments and initiatives to advance four key areas in the Company, which will generate superior long-term value: Customer Focused:Enhance our value proposition and the ease of doing business with us by leveraging our leading CRM system and investments in industry-segment market-facing teams, product portfolios and weld tech centers. Employee Development:Improve opportunities for our employees to learn and grow through new development programs, resource groups, engagement initiatives, and enhanced HR systems and tools. Solutions & Value:Develop solutions that improve customers’ ability to make their products better, safer and easier. Key initiatives include accelerated growth in automated solutions and additive services, enhanced software (IoT and AI), and designing greater efficiency and sustainability into new products. Operational Excellence:Improve our quality, costs and processes by maximizing continuous improvement through our Lincoln Business System, further digitization of our operations and processes, and achievement of our sustainability goals.   The Higher Standard 2025 Strategy continues to emphasize performance against the followingStrategy’s key financial metrics, whichand sustainability targets align with substantially all of the Company’s key short-term and long-term compensation metrics.metrics and are incorporated in the Chief Executive Officer’s compensation goals and cascade throughout the organization.   KEY FINANCIAL METRICS HS2025 STRATEGIC PRIORITIES2025 GOAL   SHORT-TERM COMPENSATION METRICS   LONG-TERM COMPENSATION METRICS Average Annual Sales Growth (organic (organic & inorganic) XMid-to-high single-digit percent 2020-2025 X (Individual Performance Goals or Business Unit Performance Goals May include Sales Growth) X1 (Three-Year Cumulative Growth of Adjusted Net Income for Compensation Purposes) Average Adjusted Operating income margin expansionIncome Margin XAverage 15% 2020-2025   X1 (Representative of EBITB)   Average Operating Working Capital Ratio X15% in 2025 X1   Return on Invested Capital (ROIC) XTop quartile performance vs. proxy peers   X1   (1) Performance measures used in the design of the executive compensation program are defined in Appendix A   07 - 08 - THE HIGHER STANDARD Employee engagement and development is a key focus of our 2025 STRATEGY SUSTAINABILITY GOALSStrategy as a highly engaged workforce is safer, innovative, productive, and generates long-term value for the organization. Our 2025 Strategy human capital investments enhance employee development and training through a range of online self-guided and instructor-led educational and experiential programs, skills training and career resources. This programming continues to expand to reach employees globally with learning and development opportunities targeted to all levels of the organization to promote personal development, career pathways and employee retention at Lincoln Electric. In addition to our educational and career development programs, our annual talent and succession planning process reviews 100% of our global professional staff to ensure an appropriate talent pipeline for critical roles in general management, engineering and operations. This evaluation includes our CEO and all segment and functional leaders who use this process to identify and support high potential and diverse talent in a succession planning for the next generation of Lincoln Electric’s leaders.   The Higher Standard 2025 Strategy also incorporates newthe following long-term 2025 safety and environmental goals as follows (goals reflect targeted 2025 performance versus our 2018 baseline):goals:   SAFETY Reduce Total Recordable Case Rates (TRCR) 52% (10% YoY) GREENHOUSE GAS (GHG) EMISSIONS Reduce Absolute GHG emissions 10% (1.5% YoY)* ENERGY INTENSITY Reduce intensity 16% (2.5% YoY) RECYCLING & LANDFILL AVOIDANCE Increase recycling of all waste to 80% and divert 97% of eligible waste from landfills WATER USE Reduce absolute water use 14% (2.1% YoY) *Our GHG target is aligned with methodology 2 for science based targets and exceeds the annual threshold rate.   In addition, we focus on product stewardship in the design and manufacture of our products to improve safety, advance energy efficiency and reduce waste in our customers’ welding operations. We measure energy efficiency improvements achieved in our welding equipment as we transition our equipment portfolio from a transformer-based platform to a more efficient digital, inverter-based system. Product stewardship initiatives also include efforts to reduce packaging waste, digitization of product reference material, and the increased use of intermodal transportation to reduce the carbon footprint of our products in the supply chain. PROXY SUMMARY   This section provides an overview of important items related to this Proxy Statement and the 20202021 Annual Meeting. We encourage you to read the entire Proxy Statement for more information before voting.   20192020 PERFORMANCE HIGHLIGHTS We achievedoperated as an “essential business” in 2020 and continued to manufacture and service customers globally, while maintaining the health and safety of our employees and communities through best practice Center for Disease Control and World Health Organization health and safety measures and remote work arrangements. Despite the unprecedented operational and safety challenges posed by the COVID-19 pandemic, our employees and operating model were resilient. Our strong balance sheet and liquidity allowed us to minimize the impact on wages, benefits and bonus programs, with the objective of maintaining our workforce through the pandemic, while investing in long-term growth and advancing our strategic commercial and operational initiatives. In addition, early implementation of cost reduction actions helped mitigate the impact of lower demand. To ensure product availability, we maintained higher levels of working capital to minimize the risk of supply chain disruptions during the pandemic. These actions resulted in solid returns, record cash flow generation, and 113%117% cash conversion in 2019, despite slowing industrial sector demand and weaker customer capital spending. 2020. Sales decreased 11.6% to approximately 1% to $3.0$2.7 billion primarily due to 3.5%12.2% lower organic sales, which were partially offset by a 4.3%1.3% benefit to sales from acquisitions. We held bothan acquisition. Operating income margin declined 180 basis points to 10.6% versus the prior year, primarily due to lower sales and rationalization and asset impairment charges. Adjusted operating income margin and adjusted operating income marginheld relatively steady, bydeclining 50 basis points to 12.4% as price management and approximately $88 million in cost reduction benefits substantially mitigatingmitigated the unfavorable impact of lower volumes on profitability with new products, price management, disciplined expense controls and operational initiatives. Our focus on operational excellence was reflected in our ability to exceed three of four of our long-term 2020 safety and environmental goals. These results demonstrate the continued structural improvements achieved in the business through our “2020 Vision and Strategy” and how the organization continues to advance towards best-in-class performance.volumes.     See Appendix A for definitions and/or reconciliation of these metrics to results reported in accordance with GAAP. Performance measures used in the design of the executive compensation program are presented within the Compensation Discussion and Analysis section. We continue to focus on generating long-term value for our shareholders. In 2019, we returned $411 million to shareholders through our dividend program and share repurchases. Our financial performance and balanced approach to capital allocation resulted in a continued trend of strong total shareholder returns as detailed below.   09 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     10 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   Despite challenging operating conditions, we continued to pursue a balanced capital allocation strategy to generate strong shareholder returns. In 2020, we returned $232 million to shareholders through our dividend program and share repurchases. In addition, the Board approved the Company’s 25th consecutive dividend increase, raising the dividend payout by 4.1%. Safety and operational excellence are a priority at Lincoln Electric and we proudly achieved record safety, carbon reduction and recycling performance in 2020. This achievement, combined with improved environmental performance across most metrics, demonstrates the continued structural improvements achieved in the business through our 2025 Strategy and our commitment to best-in-class performance. 2020 GOAL (VS. 2011 BASELINE) 2020 PERFORMANCE (VS. 2011 BASELINE) Safety (DART) 75% Reduction Record 85% Reduction Greenhouse Gas Emissions (Absolute) 15% Reduction Record 36% Reduction Energy Intensity 30% Reduction 25% Reduction1 Recycling (All Waste) 70% Rate Record 75.1% Rate (1) Our 2020 energy intensity performance was unfavorably impacted by production hours due to the COVID-19 pandemic. Increased outreach was critical in 2020 to safeguard local communities facing the health and economic impact of the COVID-19 pandemic. Internally, the Company minimized the impact on wages, benefits and bonus programs, with the objective of maintaining its workforce through the pandemic. In addition, the Company’s employee assistance program supported eligible employees who required extra financial support. Community engagement was extended beyond our standard program of grants, scholarships, employee matching, in-kind donations and volunteerism. Emergency grants to foodbank programs, participation in a COVID-19 rapid response fund in Cleveland (our global headquarters), and personal protection equipment donations to first responders were key 2020 initiatives. In addition, we maintained our community educational/career programming among secondary and high school students to address skills gaps in industry and maintain awareness of attractive career pathways in manufacturing. This programming, along with expanded training and development opportunities for our employees in 2020, were key efforts to ensure long-term success for our key stakeholders. CORPORATE GOVERNANCE HIGHLIGHTS Lincoln Electric has a solid track record of integrity and corporate governance practices that promote thoughtful management by its officers and Board of Directors, facilitating profitable growth while strategically balancing risk to maximize shareholder value. Below is a summary of certain Board and governance information with respect to 2019:2020:   BOARD COMPOSITION AND PRACTICES Size of Board 1112* Number of independent Directors 1011 Average age of Directors 63 Percent diverse (among independent directors) 30%36% Female Directors 3 Non-white Directors 2 Board meetings held in 20192020 56 New Directors in the last 5 years 3 Average tenure (years) 12.2 Annual election of Directors ✔ Majority voting policy for Directors ✔ Lead Independent Director ✔ * Following the election of one director in October 2020, there were 12 Directors (11 were independent) during the 2020 calendar year.   Number of fully independent Board committees 4 Independent Directors meet without management ✔ Director attendance at Board &and committee meetings >75% Mandatory retirement age (75) ✔ Stock ownership guidelines for Directors ✔ Annual  Board  and  committee  self-assessments ✔ Code of Conduct and Ethics for Directors, officers & employees ✔ No overboarded Directors (per ISS or Glass Lewis) ✔ Succession planning and implementation process ✔ Strategy, environmental &ESG and risk management oversight ✔ Corporate culture, diversity and inclusion oversight ✔   SHAREHOLDER PROTECTIONS One share, One vote standard ✔ Dual-class common stock or Poison pill ✘ Cumulative voting ✘ Vote standard for Code of Regulations amendment 67% Shareholder right to call a special meeting ✔* Annual election of Directors ✔ Majority voting policy for Directors ✔ Lead Independent Director ✔ Executive sessions without management present ✔ * Special meetings can be called by shareholders holding not less than 25% of the voting power COMPENSATION PRACTICES Pay for Performance ✔ Annual Say-on-Pay Advisory Vote ✔ Compensation aligned with strategic goals and individual performance ✔ Incentive plans do not encourage excessive risk taking ✔ No excessive perquisites ✔ Robust stock ownership guidelines for NEOs ✔ Clawback policy ✔ Double-trigger  change-in-control ✔ Anti-hedging/pledging  policy ✔ CEO Pay Ratio 155:145:1 ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) POLICIES AND ENVIRONMENTAL GOALS BoardCompensation and Executive Development Committee oversight of corporate culture, diversity and inclusion ✔ BoardAudit Committee oversight of ESG matters, including environmental, health & safety ✔ Audit Committee oversight of information security matters ✔ ESG performance incorporated into CEO’s annual performance goals ✔ Global Code of Conduct and Ethics ✔ Human Rights Policy ✔ No-Harassment  Policy ✔ Anti-Corruption Policy ✔ Supplier Code of Conduct ✔ Environmental, Health, Safety & SafetyQuality Policy ✔ Long-term Safety and Environmental GoalsEnvironment management system ✔ Long-term safety and environmental goals ✔ 11 - 12 - DIRECTOR NOMINEES AND BOARD SUMMARY   PROPOSAL 1   Election of 1112 Directors to Serveserve until 20212022 Annual Meeting or until their successors are duly elected and qualified The Board recommends a voteFORall Director Nominees. Our Nominating and Corporate Governance Committee and our Board of Directors have determined that each of the Director nominees possesses the right skills, qualifications and experience to effectively oversee Lincoln Electric’s long-term business strategy.   ➜ See “Proposal 1 – Election of Directors” beginning on page 1819 of this Proxy Statement.   You are being asked to vote on the election of eleventwelve Director nominees. Selected biographical information of each Director nominee, as well as committee membership and committee chair information is listed below. Additional information can be found in the Director biographies under Proposal 1.     DIRECTOR NOMINEES   Name   Age Director Since   Independent Audit Compensation & Executive Development Nominating & Corporate Governance Finance Other  Public Company Boards   Age Director Since   Independent Audit Compensation & Executive Development Nominating & Corporate Governance Finance Other Public Company Boards Curtis E. Espeland (Lead Independent Director) Executive Vice President, Eastman Chemical Company 55 2012 ✔ ·   · — Patrick P. Goris Senior Vice President and CFO, Rockwell Automation, Inc. 48 2018 ✔ ·   ·   — Curtis E. Espeland (Lead Independent Director) Retired Executive Vice President and CFO, Eastman Chemical Company 56 2012 ✔ ·   · — Patrick P. Goris Senior Vice President and CFO, Carrier Global Corporation 49 2018 ✔ ·   ·   — Stephen G. Hanks Retired President and CEO, Washington Group International 69 2006 ✔ ♦   · — 70 2006 ✔ ♦   · — Michael F. Hilton Retired President and CEO, Nordson Corporation 65 2015 ✔   ·   2 66 2015 ✔   ·   2 G. Russell Lincoln President, N.A.S.T. Inc. 73 1989 ✔ ·   · — 74 1989 ✔ ·   · — Kathryn Jo Lincoln Chair and CIO, Lincoln Institute of Land Policy 65 1995 ✔   · ♦   — 66 1995 ✔   · ♦   — William E. MacDonald, III Retired Vice Chairman, National City Corporation 73 2007 ✔   ♦   · — 74 2007 ✔   ♦   · — Christopher L. Mapes (Chairman) President and CEO, Lincoln Electric Holdings, Inc. 58 2010       1 59 2010     1 Phillip J. Mason Retired President, EMEA Sector of Ecolab, Inc. 69 2013 ✔   ·   ♦ 1 70 2013 ✔   ·   ♦ — Ben P. Patel Senior Vice President and Chief Technology Officer, Cooper Tire & Rubber Company 52 2018 ✔ ·   ·   — 53 2018 ✔ ·   ·   — Hellene S. Runtagh Retired President and CEO, Berwind Group 71 2001 ✔   ·   — 72 2001 ✔   ·   — Kellye L. Walker Executive Vice President and Chief Legal Counsel Eastman Chemical Company 54 2020 ✔   ·   — ♦ Chair  · Member   1113 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     1214 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   COMPOSITION OF DIRECTOR NOMINEES RATIFICATIONRATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SUMMARY   PROPOSAL 2   Ratification of Independent Registered Public Accounting Firmindependent registered public accounting firm The Board recommends a voteFORthis proposal. Our Board of Directors recommends that shareholders vote “FOR” the ratification of the appointment Ernst & Young LLP as Lincoln Electric’s independent registered public accounting firm for the year ending December 31, 2020.2021.   ➜ See “Proposal 2 – Ratification of Independent Registered Public Accounting Firm” beginning on page 7887 of this Proxy Statement.   EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS PROPOSAL 3   Approval, on an Advisory Basis,advisory basis, of Named Executive OfficerNEO Compensation The Board recommends a voteFORthis proposal. Our Board of Directors recommends that shareholders vote “FOR” the approval, on an advisory basis, of compensation of our named executive officers (NEOs)NEOs for 2019.2020.   ➜ See “Proposal 3 – Approval, on an Advisory Basis, of Named Executive Officer Compensation” beginning on page 8089 of this Proxy Statement and “Compensation Discussion and Analysis” beginning on page 3738 of this Proxy Statement.   We have a long history of driving an incentive management culture, emphasizingpay for performanceto align compensation with the achievement of enterprise, segment and individual goals. We believe our compensation program and practices provide an appropriatebalancebetween profitability, cash flow and returns, on the one hand, and suitable levels of risk-taking, on the other. This balance, in turn, aligns compensation strategies with shareholder interests, as reflected by the consistently high level of shareholders voting for the compensation of our NEOs.   20192020 NAMED EXECUTIVE OFFICERS   The Compensation Discussion and Analysis (CD&A) provides information regarding our executive compensation programsprogram for the following NEOs in 2019:2020:   Christopher L. Mapes   Chairman, President and Chief Executive Officer     Steven B. Hedlund   Executive Vice President, President, Americas and International Welding   Vincent K. PetrellaGabriel Bruno   Executive Vice President, Chief Financial Officer and Treasurer     Jennifer I. Ansberry   Executive Vice President, General Counsel and Secretary   George D. BlankenshipMichele R. Kuhrt   Executive Vice President, President, Americas WeldingChief Human Resources Officer         13 - L I N C O L NVincent K. Petrella (retired during 2020)   EFormer Executive Vice President, Chief Financial Officer and Treasurer L E C T R I CGeorge D. Blankenship (retired during 2020)   :Former Executive Vice President, President, Americas Welding 2 0 2 0 P R O X Y S T A T E M E N T 14 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T ACTIONS TO FURTHER ALIGN EXECUTIVE COMPENSATION WITH SHAREHOLDER INTERESTS   The Compensation and Executive Development Committee of the Board reviews the framework of our executive compensation program and seeks to ensurealign executive pay aligns with our pay for performance philosophy. OurEach year, our Compensation and Executive Development Committee has made a number of changes over the last few yearsmonitors our executive compensation program and how it relates to help ensureour corporate performance aligns withand shareholder interests, which has been reflected in theinterests. The historically high approval of our “say-on-pay” proposals on the compensation of our NEOs, including at the 20192020 Annual Meeting. Meeting, demonstrate the alignment of our executive compensation program with corporate performance and shareholder interests. In 2019,2020, our Compensation and Executive Development Committee reviewed the overall design of our executive compensation program, particularly in light of the transition to the Higher Standard 2025 Strategy. The overall design of our executive compensation program was held consistent with policies developed in prior years. Throughout the year, our Compensation and Executive Development Committee monitored the impact of the COVID-19 pandemic on our executive compensation program, including pay for performance, alignment with stockholder’s interests, and motivation and retention of key talent.     20192020 EXECUTIVE COMPENSATION PRACTICES What We Do   What We Don’t Do   We have long-term compensation programs focused on profitability, net income growth, ROIC and total shareholder returns ✔ We do not allow hedging or pledging of our shares ✘ We use targeted performance metrics to align pay with performance ✔ We do not reprice stock options and do not issue discounted stock options without shareholder approval ✘ We maintain stock ownership guidelines (5x base salary for CEO; 3x base salary for other NEOs) ✔ We do not provide excessive perquisites ✘ We have shareholder-approved incentive plans ✔ We do not have multi-year guarantees for compensation increases ✘ We have a broad clawback policy ✔ We have a double-trigger change in control policy ✔   NO ADJUSTMENTS TO COMPENSATION PROGRAMS FOR THE COVID-19 PANDEMIC During 2020 we did not make any changes or adjustments to our executive compensation program specifically in response to the COVID-19 pandemic. The Compensation and Executive Development Committee did not modify individual performance goals or the corporate performance goals that were established at the beginning of the fiscal year, prior to the onset of the COVID-19 pandemic, for the annual bonus (EMIP) or outstanding performance share awards. COMPENSATION FRAMEWORK & PHILOSOPHY   Our compensation program is designed to attract and retain exceptional employees. We also maintain a strong pay for performance culture. As indicated below, we design our compensation system to reflect current best practices, including setting base pay below the competitive market for each position, targeting incentive-based cash compensation above the competitive market and promoting quality corporate governance in compensation decisions. We believe these practices result in sustained, long-term shareholder value and reflect our philosophy that the pay for our best performers should align with the results of our long-term goals.   Percentile Rank   Our executive compensation program consists of three primary elements of total direct compensation: base salary (fixed), short-term incentive compensation (at-risk) in the form of an annual bonus (EMIP), and long-term incentive compensation (at-risk) in the form of stock options, restricted stock units (RSUs) and performance shares.   ·  Base salary is the only component of total direct compensation that is fixed ·  Short-term incentive compensation is based on annual consolidated and, if applicable, segment performance, and individual performance   ·  Long-term incentive compensation is based on our financial performance over a three-year cycle ·  Variable, “at risk,” pay is a significant percentage of total compensation 15 - 16 - AVERAGE MIX OF KEY COMPENSATION COMPONENTS AND KEY COMPENSATION METRICS   The following charts present the mix of 20192020 target direct compensation for our Chief Executive Officer (CEO) and all of our other NEOs.NEOs, as established in the beginning of 2020. As shown below, 85% of our CEO’s compensation value and, on average, 71%69% of all of our other NEOs’ compensation value was “at risk,” with the actual amounts realized based on annual and long-term performance as well as our stock price.     We use the following six key financial performance measures to evaluate results acrossin our short-term and long-term periods.compensation programs.   Key Performance Metrics Tied to Executive Compensation   Metric Short-Term Compensation (Annual Bonus) Long-Term  Incentive  Compensation Program  (3-yr  Performance  Cycle) EBITB1,2 (Earnings(Earnings before interest, taxes and bonus) ✔   Average Operating Working Capital to Sales2 ratio ✔   Consolidated, segment and individual performance ✔   Adjusted Net Income2 growth   ✔ Return on Invested Capital (ROIC)2   ✔ Total Shareholder Return (TSR)2   ✔ Individual Performance Goals3 ✔   (1) EBITB is an internal measure that tracks our adjusted operating income. (2) PerformanceFinancial performance measures used in the design of the executive compensation program are defined in Appendix A.A. Average Operating Working Capital to Sales for Compensation Purposes, Adjusted Net Income for Compensation Purposes, and Return on Investment Capital for Compensation Purposes have discrete definitions relative to our executive compensation program. 15(3) - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T Individual performance goals are set annually and a significant portion of our executive officers’ individual performance goals are tied to one or more aspect of our 2025 Strategy including sustainability and human capital matters. 16 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   LINCOLN ELECTRIC HOLDINGS, INC. TABLE OF CONTENTS       NOTICE OF ANNUAL MEETING 5   BUSINESS OVERVIEW 6   PROXY SUMMARY 9   PROPOSAL 1—ELECTION OF DIRECTORS 1819   Director Nominees 1920   Corporate Governance 2526   Compensation-Related Risk 2930   Related PartyRelated-Party Transactions 2930   Our Board Committees 3031   Director Compensation 3233   EXECUTIVE COMPENSATION 3637   Compensation Discussion And Analysis 3738   Compensation Committee Report 5963   Executive Compensation Tables 6064   Termination And Change In Control Arrangements 6977   Pay Ratio 7382   MANAGEMENT OWNERSHIP OF SHARES 7483   Beneficial Ownership Table 7483   Equity Compensation Plan Information 7584   OTHER OWNERSHIP OF SHARES 7685   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 7786   ANNUAL MEETING PROPOSALS 7887   Proposal 1—Election Of Directors 7887   Proposal 2—Ratification Of Independent Registered Public Accounting Firm 7887   Proposal 3—Approval, On An Advisory Basis, Of Named Executive Officer Compensation 8089   AUDIT COMMITTEE REPORT 8392   FAQS 8493   APPENDIX A—DEFINITIONS AND NON-GAAP FINANCIAL MEASURES 8897 17 -   18 - Cautionary Note on Forward-Looking Statements: This Proxy Statement contains forward-looking statements regarding Lincoln Electric’s strategy and current expectations within the applicable securities laws and regulations. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance,” or words of similar meaning. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general economic, financial and market conditions; the effectiveness of operating initiatives; completion of planned divestitures; interest rates; disruptions, uncertainty or volatility in the credit markets that may limit our access to capital; currency exchange rates and devaluations; adverse outcome of pending or potential litigation; actual costs of the Company’s rationalization plans; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; market risks and price fluctuations related to the purchase of commodities and energy; global regulatory complexity; the effects of changes in tax law; tariff rates in the countries where the Company conducts business; and the possible effects of events beyond our control, such as political unrest, acts of terror, natural disasters and pandemics, (such as COVID-19/coronavirus),including the current coronavirus disease (“COVID-19”) outbreak, on the Company or its customers, suppliers and the economy in general. The Company has experienced the negative impacts of COVID-19 on its markets and operations; however, the ultimate duration and severity on the Company’s business remains unknown. Although the Company’s customers have re-opened and increased operating levels, such customers may be forced to close or limit operations should a resurgence of COVID-19 cases occur. Given this continued level of economic and operational uncertainty over the impacts of COVID-19, the ultimate financial impact cannot be reasonably estimated at this time. For additional discussion, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019.2020. These forward-looking statements speak only as of the date on which such statements were made, and we undertake no obligation to update these statements except as required by federal securities law. 17 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 18 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T PROPOSAL 1—ELECTION OF DIRECTORS   DIRECTOR NOMINEES Curtis E. Espeland Patrick P. Goris Stephen G. Hanks Michael F. Hilton G. Russell Lincoln Kathryn Jo Lincoln William E. MacDonald, III Christopher L. Mapes Phillip J. Mason Ben P. Patel Hellene S. Runtagh Kellye L. Walker   Our shareholders are being asked to elect twelve Directors to serve until the 2022 Annual Meeting or until their successors are duly elected and qualified. All of the Director nominees, other than Ms. Walker, who was elected to the Board on October 20, 2020, have been previously elected by our shareholders.   Each of the nominees has agreed to stand for re-election. The biographies of all of our Director nominees can be found later in this section.   If any Director nominee is unable to stand for election, the Board may provide for a lesser number of nominees or designate a substitute. In the latter event, shares represented by proxies solicited by the Directors may be voted for the substitute. We have no reason to believe that any of the nominees will be unable to stand for election.   MAJORITY VOTING POLICY   The Director nominees receiving the greatest number of votes will be elected (plurality standard). However, our majority voting policy states that any Director who fails to receive a majority of the votes cast in an uncontested director election in his/her favor is required to submit his/her resignation to the Board. The Nominating and Corporate Governance Committee of the Board would then consider each resignation and determine whether to accept or reject it, with full Board approval of such decision. Abstentions and broker non-votes will have no effect on the election of a Director and are not counted under our majority voting policy. Holders of common stock do not have cumulative voting rights with respect to the election of a Director.   YOUR BOARD RECOMMENDS A VOTEFOR EACH DIRECTOR NOMINEE LISTED ABOVE   ANNUAL MEETING ATTENDANCE; NO SPECIAL ARRANGEMENTS   Directors are expected to attend each annual meeting. The Director nominees plan to attend this year’s virtual Annual Meeting. At the 20192020 Annual Meeting, all of our then-current Directors were in attendance, except for Mr. Goris, who was unable to attend in person.attended our virtual annual meeting.   None of the Director nominees has any special arrangement or understanding with any other person pursuant to which the Director nominee was or is to be selected as a Director or nominee. There are no family relationships, as defined by Securities and Exchange Commission (SEC) rules, among any of our Directors or executive officers. SEC rules define the term “family relationship” to mean any relationship by blood, marriage or adoption, not more remote than first cousin. 19 - 20 - DIRECTOR NOMINEES                               CURTIS E. ESPELAND Director since 2012 Lead Independent Director since 2018   COMMITTEES: Audit Finance   AGE:5556   OTHER PUBLIC COMPANY DIRECTORSHIPS:None         PATRICK P. GORIS Director since 2018   COMMITTEES: Audit Nominating and Corporate Governance   AGE:4849   OTHER PUBLIC COMPANY DIRECTORSHIPS:None                         Experience Mr. Espeland has served asis the former Executive Vice President and Chief Financial Officer of Eastman Chemical Company, an advanced materials and specialty additives manufacturer, since Februarya position he held from 2014 until his retirement in 2020. HeMr. Espeland joined Eastman Chemical Company in 1996 and, during his tenure, he also served as Executive Vice President and Chief Financial Officer from January 2014 to February 2020, Senior Vice President and Chief Financial Officer from 2008 to January 2014 and Vice President, Finance and Chief Accounting Officer from 2005 to 2008, at Eastman Chemical Company.and Senior Vice President and Chief Financial Officer from 2008 to 2014.   Reasons for Nomination ·  Extensive experience in corporate finance and accounting, having served in various finance and accounting roles, and ultimately as the Chief Financial Officer, at a large publicly-traded company.   ·  Significant experience in the areas of strategy, mergers and acquisitions, taxation and enterprise risk management.   ·  International auditing experience having served as an independent auditor at Arthur Andersen LLP, working in both the United States and abroad (Europe and Australia).   ·  The Board has determined that Mr. Espeland’s extensive accounting and financial experience qualifies him as an “audit committee financial expert.”   ·  Valuable insight into advancing the business priorities of Lincoln Electric’s international operations gained from his international business experience.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric.       Experience Mr. Goris has served as the Senior Vice President and Chief Financial Officer of Carrier Global Corporation, a leading global provider of healthy, safe and sustainable building and cold chain solutions, since November 2020. Prior to joining Carrier, he served as Senior Vice President and Chief Financial Officer of Rockwell Automation, a global industrial automation and information solutions provider, since February 2017. He also served as Vice President, Investor Relations and Vice President, Finance, Architecture and Software from 2015 to 2017 and Vice President, Finance, Architecture and Software and Operations and Engineering Services from 2013 to 2015 at Rockwell Automation.   Reasons for Nomination ·  Relevant global financial expertise from serving in various finance roles, and ultimately as the Chief Financial Officer, of a publicly-traded, multinational organization.organizations.   ·  Extensive experience in accounting, financial planning and analysis, investor relations and mergers and acquisitions.   ·  Experience with a global industrial automation and information solutions company provides Mr. Goris with broad exposure to digital operations and “smart” manufacturing solutions using data and analytics, which enhances operational intelligence, productivity and risk management in manufacturing processes. These are key initiatives for our business and our customers’ businesses.   ·  The Board has determined that Mr. Goris’ extensive accounting and financial experience qualifies him as an “audit committee financial expert.”   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric.                                                                 19 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 20 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T                            STEPHEN G. HANKS Director since 2006   COMMITTEES: Audit (Chair) Finance   AGE:6970   OTHER PUBLIC COMPANY DIRECTORSHIPS: NoneMcDermott International, Inc. (NYSE: MDR) through May 2018 Babcock & Wilcox Enterprises, Inc. (NYSE: BW) through March 2018         MICHAEL F. HILTON Director since 2015   COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance   AGE:6566   OTHER PUBLIC COMPANY DIRECTORSHIPS: Ryder Systems, Inc. (NYSE: R) since 2012 Regal Beloit Corporation (NYSE: (NYSE: RBC) since December 2019 Nordson Corporation (NASDAQ: NDSN) through 2019                       Experience Mr. Hanks spent 30 yearsHanks’ 30-year tenure with global engineering and construction company Morrison Knudsen Corporation and its successor, Washington Group International, Inc., included serving the last eight years as President, Chief Executive Officer and a member of its Board of Directors, retiring in January 2008. Mr. Hanks also formerly served as Washington Group’s Executive Vice President, Chief Legal Officer and Secretary. In addition, Mr. Hanks has extensive board experience, previously serving as a director of McDermott International, Inc. (NYSE: MDR) from 2009 to May 2018 and Babcock & Wilcox Enterprises, Inc. (NYSE: BW) from 2010 to March 2018.   Reasons for Nomination ·  Executive leadership experience, both as CEO and CFO, of a U.S., publicly-traded company with international reach.   ·  Diverse professional skill set, including finance (having served as CFO of Morrison Knudsen) and legal and governance competencies (such as enterprise risk management, corporate compliance and legal strategy).   ·  The Board has determined that Mr. Hanks’ experience as a CEO and CFO of a publicly-traded company qualifies him as an “audit committee financial expert.”   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric and several other publicly-traded companies.       Experience Mr. Hilton recently retired asis the former President and Chief Executive Officer of Nordson Corporation (Nasdaq: NDSN), a company that engineers, manufactures and markets differentiated products and systems used for precision dispensing of adhesives, coatings, sealants, biomaterials, polymers, plastics and other materials, fluid management, test inspection, UV curing and plasma surface treatment, a position he held since 2010.from 2010 until his retirement in 2019. During his tenure at Nordson Corporation, Mr. Hilton also served as a director. Prior to joining Nordson, Mr. Hilton was Senior Vice President and General Manager for Air Products and Chemicals, Inc., a global company that provides a unique portfolio of atmospheric gases, process and specialty gases, performance materials, and equipment and services, with specific responsibility for leading its $2 billion global Electronics and Performance Materials segment.   Reasons for Nomination ·  With over 30 years of global manufacturing experience, Mr. Hilton brings to the Board an intimate understanding of management leadership.   ·  Extensive experience with strategy development and day-to-day operations of a multi-national company, including product line management, new product technology, talent development, manufacturing, distribution and other sales channels, business processes, international operations and global markets expertise.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric and several other publicly-traded companies.                                                               21 - 22 -                            G. RUSSELL LINCOLN Director since 1989   COMMITTEES: Audit Finance   AGE:7374   OTHER PUBLIC COMPANY DIRECTORSHIPS:None         KATHRYN JO LINCOLN Director since 1995   COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance (Chair)   AGE:6566   OTHER PUBLIC COMPANY DIRECTORSHIPS:None                       Experience Mr. Lincoln has served as the president of N.A.S.T. Inc., a personal investment firm, since 1996. Prior to joining N.A.S.T. Inc., Mr. Lincoln served as the Chairman and Chief Executive Officer of Algan, Inc.   Reasons for Nomination ·  As an entrepreneurial businessman with executive leadership and investment experience, including 25 years running a $50 million business, Mr. Lincoln understands business risk and the importance of hands on management.   ·  Experience as a board member of various organizations, including as a board member of the Cleveland Museum of Natural History.   ·  As the grandson of James F. Lincoln and as a long-term trustee, Mr. Lincoln provides the Board with his historic perspective on the Company’s unique culture and its incentive management system.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric.       Experience Ms. Lincoln has served as the Board Chair and Chief Investment Officer of the Lincoln Institute of Land Policy, an independent, global foundation focused on addressing significant policy issues through innovation land use and taxation methods, since 1996. As Chief Investment Officer, Ms. Lincoln manages and directs all aspects of the Institute’s endowment, including strategic asset allocation and policy development, which have contributed to its current $600$650 million asset base. In her role as Chair, she plays a crucial role in the strategic direction and planning of the Institute, with ongoing involvement in the development of education programs, demonstration projects and impact measurement. Ms. Lincoln is a member of the Board of HonorHealth Network, and Claremont Lincoln University, and formerly served as a director of Johnson Bank Arizona, N.A. She is also the Co-Chair of the International Center for Land Policy Studies and Training in Taiwan.   Reasons for Nomination ·  Extensive leadership experience, addressing strategic planning, asset allocation matters and corporate governance.   ·  As a Lincoln family member and long-standing Director of Lincoln Electric, Ms. Lincoln has a keen sense of knowledge about Lincoln Electric, its culture and the founding principles.   ·  Broad experience and commitment to board and corporate governance excellence, named as a Board Leadership Fellow of the National Association of Corporate Directors. Named by WomenInc. as one of 2019’s most influential corporate directors.   ·  Valuable knowledge of key governance matters gained through her various directorships, including as a director of Lincoln Electric.                                                               21 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 22 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T                            WILLIAM E. MACDONALD, III Director since 2007   COMMITTEES: Compensation and Executive Development (Chair) Finance   AGE:7374   OTHER PUBLIC COMPANY DIRECTORSHIPS:None       CHRISTOPHER L. MAPES Director since 2010 Chairman since 2013   COMMITTEES: None   AGE: 5859   OTHER PUBLIC COMPANY DIRECTORSHIPS: The Timken Company (NYSE: TKR) since 2014                       Experience Mr. MacDonald is the former Vice Chairman of National City Corporation, a diversified financial holding company, a position he held from 2001 until his retirement in 2006, where he was responsible for its seven-state regional and national corporate banking businesses, the Risk Management and Credit Administration unit, Capital Markets and the Private Client Group. Mr. MacDonald joined National City in 1968 and, during his tenure, held a number of key management positions, including Senior Executive Vice President of National City Corporation and President and Chief Executive Officer of National City’s Ohio bank.   Reasons for Nomination ·  Extensive experience leading a large corporate organization with over 35,000 employees and structuring complex financing solutions for large and middle-market businesses.   ·  Experience addressing human resources and development challenges facing a publicly-traded company.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric and several other publicly-traded companies.         Experience Mr. Mapes is the Chairman, President and Chief Executive Officer of Lincoln Electric. Mr. Mapes has served as President and Chief Executive Officer since December 2012. In December 2013, Mr. Mapes was appointed as Chairman of the Board in addition to his other responsibilities. From September 2011 to December 2012, Mr. Mapes served as the Chief Operating Officer of Lincoln Electric. From 2004 to August 2011, Mr. Mapes served as an Executive Vice President of A.O. Smith Corporation, a global manufacturer with a water heating and water treatment technologies business, which has residential, commercial, industrial and consumer applications, and the President of its former Electrical Products unit. Mr. Mapes started his career with General Motors and has held roles in industrial manufacturing for over 35 years.  In addition, Mr. Mapes has served as a director of The Timken Company since 2014.   Reasons for Nomination ·  Extensive leadership experience in large, global publicly-traded companies engaged in manufacturing operations.   ·  Keen understanding of the manufacturing industry and challenges organizations face growing globally.   ·  In addition to business management experience, Mr. Mapes has an MBA and a law degree.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric.                                                               23 - 24 -                            PHILLIP J. MASON Director since 2013   COMMITTEES: Compensation and Executive Development Finance (Chair)   AGE:6970   OTHER PUBLIC COMPANY DIRECTORSHIPS: GCP Applied Technologies (NYSE: GCP) since 2016through May 2020       BEN P. PATEL Director since 2018   COMMITTEES: Audit Nominating and Corporate Governance   AGE:5253   OTHER PUBLIC COMPANY DIRECTORSHIPS:None                       Experience Mr. Mason is the former President of the Europe, Middle East & Africa Sector (EMEA Sector) of Ecolab, Inc., a leading provider of food safety, public health and infection prevention products and services, a position he held from 2010 until his retirement in 2012. Prior to leading Ecolab’s EMEA Sector, Mr. Mason had responsibility for Ecolab’s Asia Pacific and Latin America businesses as President of Ecolab’s International Sector from 2005 to 2010 and as Senior Vice President, Strategic Planning in 2004. In addition, Mr. Mason has public company board experience, previously serving as a director of GCP Applied Technologies from 2016 to May 2020.   Reasons for Nomination ·  Executive leadership experience in an international business unit for a U.S. publicly-traded company, providing Mr. Mason extensive international business expertise, business-to-business and industrial sector experience.   ·  Extensive international business experience, starting, developing and growing businesses abroad, in both mature and emerging markets, having established businesses in China, South Korea, Southeast Asia, Brazil, India, Russia, Africa and the Middle East.   ·  Strong finance and strategic planning proficiency, including merger and acquisition experience, along with significant experience working with and advising boards on diverse issues confronting companies with international operations.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric.       Experience Mr. Patel has served as Senior Vice President, Chief Technology Officer of Cooper Tire & Rubber Company, a global manufacturer of specialized passenger car, light truck, medium truck, motorcycle and racing tires since November 2019. He previously served as Senior Vice President and Chief Technology Officer of Tenneco, Inc., a manufacturer of automotive emission control and ride control products and systems. During his 8-year tenure at Tenneco, beginning in 2011, he held roles leading regional advanced technology development and establishing a global research and development organization. Prior to joining Tenneco, Mr. Patel held numerous positions with increasing responsibility, including senior scientist, at the General Electric Company during his thirteen-year tenure with the organization.   Reasons for Nomination ·  Over 20 years of experience serving with publicly-traded, global products and technology companies.   ·  Broad expertise in material science, automation and “smart” systems, as well as extensive research and development experience.   ·  Mr. Patel has been a leader in global innovation and research initiatives, which lends tremendous support to our focus on being an innovation leader in our industry and our advanced manufacturing growth strategy, which helps customers identify value and efficiencies in their welding and cutting operations.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric.                                                               23 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 24 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T                            HELLENE S. RUNTAGH Director since 2001   COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance   AGE:7172 OTHER PUBLIC COMPANY DIRECTORSHIPS: Harman International Industries (NYSE: HAR) through 2017 NeuStar, Inc. (NYSE: NSR) through 2017 KELLYE L. WALKER Director since 2020 COMMITTEES: Compensation and Executive Development Nominating and Corporate Governance AGE: 54   OTHER PUBLIC COMPANY DIRECTORSHIPS:None                       Experience Ms. Runtagh is the former President and Chief Executive Officer of the Berwind Group, a diversified pharmaceutical services, industrial manufacturing and real estate company, a position she held in 2001. From 1997 through 2001, Ms. Runtagh was Executive Vice President of Universal Studios, a media and entertainment company. Prior to joining Universal Studios, Ms. Runtagh spent 27 years at General Electric Company, a diversified industrial company, in a variety of leadership positions. In addition, Ms. Runtagh has extensive board experience, previously serving as a director of Harman International Industries (NYSE: HAR) from 2008 to 2017, NeuStar, Inc. (NYSE: NSR) from 2006 to 2017, and several other publicly-traded companies.   Reasons for Nomination ·  Over 30 years of experience in management positions with technology focused global companies, with responsibilities in management ranging from marketing and sales to finance, as well as engineering and manufacturing.   ·  Diverse management experience, including growing businesses while maintaining high corporate governance standards.   ·  Extensive experience as a director of publicly-traded companies.   ·  Valuable knowledge of key governance matters gained as a director of Lincoln Electric and several other publicly-traded companies.       Experience Ms. Walker has served as the Executive Vice President and Chief Legal Officer of Eastman Chemical Company, an advanced materials and specialty additives manufacturer, since April 2020. In this role, Ms. Walker has overall leadership and responsibility for Eastman’s legal organization. She also served as Executive Vice President and Chief Legal Officer of Huntington Ingalls Industries, Inc., America’s largest military shipbuilder, from 2015 to 2020. Prior to joining Huntington Ingalls Industries, Inc., Ms. Walker served as Senior Vice President, General Counsel and Secretary at American Water Works Company, Inc. Reasons for Nomination ·  Seasoned senior executive with 25 years of experience with publicly-traded companies, helping to increase organizational value through forward thinking, strategic discipline and a focus on continuous improvement. ·  Extensive experience in corporate governance, compliance and litigation management, government affairs, strategy development, product stewardship and regulatory affairs, global business conduct and global health, safety, environment and security. ·  Long-standing general counsel of publicly-traded companies and has also served as Chief Administrative Officer, leading human resources, information technologies, government affairs and corporate communications functions. ·  Extensive leadership across various industries including global public companies, government organizations and utility companies that will lend value to advance our 2025 Strategy.                     25 - 26 - CORPORATE GOVERNANCE   GOVERNANCE FRAMEWORK At Lincoln Electric, weWe are committed to effective corporate governance and high ethical standards. We adhere to our ethical commitments in every aspect of our business, including our commitments to each other, in the marketplace and in the global, governmental and political arenas. These commitments are spelled out in our Code of Corporate Conduct and Ethics, which applies to all of our employees (including our principal executiveCEO and senior financial officers)our other NEOs) and Directors.   We encourage you to visit our website at www.lincolnelectric.com, where you can find detailed information about our corporate governance programs/policies including:   ·  Code of Corporate Conduct and Ethics   ·  Governance Guidelines   ·  Charters for our Board Committees   ·  Director Independence Standards                  CORPORATE GOVERNANCE HIGHLIGHTS     BOARD OF DIRECTORS   ·  Our Board held fivesix meetings in 20192020   ·  During 2019,2020, each of our Directors attended at least 75% of the total full Board meetings and meetings of committees on which he or she served during the time he or she served as a Director   ·  Size of Board—11Board: 12   ·  Plurality vote with director resignation policy for failures to receive a majority vote in uncontested director elections   ·  Lead Independent Director   ·  All Directors are expected to attend the Annual Meeting   BOARD COMPOSITION   ·  Number of independent Directors—10Directors: 11   ·  Diverse Board including a complementary mix of backgrounds, experiences and expertise, as well as balanced mix of ages, tenure of service and gender   ·  Several current and former CEOs   ·  Global experience   ·  Audit Committee has multiple financial experts   BOARD PROCESSES   ·  Independent Directors meet without management present ·  Annual Board and Committee self-assessments   ·  Board orientation program   ·  Governance Guidelines approved by Board   ·  Board playshas an active role in risk oversight   ·  Full Board review of succession planning annually   BOARD ALIGNMENT WITH SHAREHOLDERS   ·  Annual equity grants align interests of Directors and officers with shareholders   ·  Annual advisory approval of named executive officer compensation   ·  No poison pill   ·  Stock ownership guidelines for Directors and officers   COMPENSATION   ·  No employment agreements   ·  Executive compensation is tied to performance—performance: 85% of CEO target pay and 71%69% of all of our other NEO target pay is performance-based (at risk)   ·  Anti-hedging and anti-pledging policies for Directors and officers   ·  Recoupment/clawback policy   INTEGRITY AND COMPLIANCE   ·  Code of Corporate Conduct and Ethics for employees, officers and Directors   ·  Environmental, health and safety guidelines and goals, including long-term sustainability goals   ·  Annual compliance training relative to ethical behavior   ·  Enterprise risk management program with Board oversight                  25 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 26 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T SHAREHOLDER ENGAGEMENT Lincoln Electric isWe are committed to engaging in constructive conversations with shareholders and nurturing long-term relationships with the investment community. We maintain an active shareholder engagement program where executives and management from various departments meet with shareholders regularly to discuss a variety of topics including business performance, strategic initiatives, corporate governance practices, corporate sustainability initiatives, executive compensation, and other matters of shareholder interest. In addition, director attendance at our annual meeting provides shareholders an opportunity to communicate with Board members. The Board values an active investor relations program as they believeit believes that shareholder input strengthens theirits role as an informed and engaged fiduciary.   Our shareholder engagement program includes participation at investor conferences, holding meetings and tours at Lincoln Electric, visiting investors at their offices, hosting tradeshow tours, being accessible to shareholder inquiries throughout the year and communicating with transparency. In 2019,2020, we implemented anmaintained active engagement with the investment community perception studydespite COVID-19 restrictions with calls/videoconferencing, a virtual annual shareholder meeting, virtual investor conferences and sought participation from shareholders who represent over 41 percent ofnon-deal roadshows, as well as a virtual Lincoln Electric product exposition. Our efforts were recognized by Institutional Investors’ “All-American Executive Team” 2020 rankings, where our outstanding shares, sellside analysts,CEO, CFO and nonshareholders.Investor Relations were among the top-3 midcap machinery executives in their respective areas. In addition, we reached out to investors representing over 44approximately 49 percent of our outstanding shares to discuss corporate governance and sustainability (ESG) matters. We gainedcontinued to gain good insights on our practices and policies and received positive feedback on the execution of our strategy, corporate governance, executive compensation, environmental, health and safety practices, and our investor relations program.   CORPORATE SUSTAINABILITY MATTERS The Board recognizes the importance of achieving our goals responsibly, and thethis alignment ofwith our key stakeholders also drives long-term value creation.   Our approach to sustainability began 125 years ago by our founders who established the Company under the guiding principle of The Golden Rule: Treating others how you would like to be treated. Our culture, values and our commitment to diversity and inclusion reflect The Golden Rule and guide our purposePurpose of operatingOperating by a higher standardHigher Standard to buildBuild a better world.Better World.   Our governance structure for sustainability includes Board oversight, withprimarily driven by the Audit Committee, and sustainability metrics are incorporated into the annual goals of our CEO’s annual goals.CEO and our other executives. Our Executive Vice President and General Counsel oversees corporate environmental, health and safety (EH&S) initiatives and global reporting, and works closely with business unit leadership and local facilities to implement, monitor and measure our results. During 2020, we established an internal sustainability counsel with a primary focus on enhancing product stewardship for sustainable solutions.   The following policies and business practices exemplify Lincoln Electric’sour commitment to sustainabilityESG matters:         ·  Our guiding principle is The Golden Rule; ·  Our Code of Corporate Conduct and Ethics; ·  Our Supplier Code of Conduct; ·  Health, safety and wellness initiatives for our employees, customers and communities, including diversity councils and various resource groups;communities; ·  Our Human Rights Policy; ·  Equal employment opportunities, along with our pledge to treat employees fairly, with dignity, and without discrimination in any form; ·  Focus on improving environmental performance, including long-term safety and environmental goals and reporting;performance reporting, and an emphasis on product stewardship; ·  Training and development programs to attract and retain high performing employees and help them reach their full potential; ·  Community engagement through employee-led fundraisers, grants provided by The Lincoln Electric Foundation, scholarships, in-kind gifts, and an employee matching and “Dollars for Doers” program to support volunteerism; and ·  Positively impacting manufacturing and industry by promoting the art and science of welding among students and young professionals through our business initiatives, partnerships with schools and associations, and programming at the J.F. Lincoln Foundation.Foundation; and ·  Enhancing diversity and inclusion through employee resource groups including our Diversity Councils, Veterans, Women in Lincoln Leadership, and Young Professionals organization.         27 -   28 - OUR BOARD OF DIRECTORS Our Board oversees management in the long-term interest of Lincoln Electric and our shareholders.stakeholders. The Board’s major responsibilities include:   ·  Overseeing the conduct of our business   ·  Reviewing and approving key financial objectives, strategic and operating plans and other significant actions ·  Evaluating CEO and senior management performance and determining executive compensation ·  Planning for CEO succession and monitoring management’s succession planning for other key executives   ·  Establishing an appropriate governance structure, including appropriate Board composition and succession planning ·  Overseeing enterprise risk management   ·  Overseeing the ethics and compliance program   ·  Overseeing ESG and diversity and inclusion matters   HOW WE SELECT DIRECTOR NOMINEES In evaluating Director candidates, including persons nominated by shareholders, the Nominating and Corporate Governance Committee expects that any candidate must have these minimum qualifications:   ·  Demonstrates character, integrity and judgment   ·  High-level managerial experience or experience dealing with complex business matters ·  Ability to work effectively with others   ·  Sufficient time to devote to the affairs of Lincoln Electric   ·  Specialized experience and background that will add to the depth and breadth of the Board ·  Independence as defined by the Nasdaq listing standards (for non-employee Directors)   ·  Financial literacy   BOARD DIVERSITY To maintain Board diversity, the Nominating and Corporate Governance Committee is committed to include in each director candidate search individuals that represent diversity of race and gender. The Nominating and Corporate Governance committee also considers diversity of national origin, professional background and capabilities, knowledge of specific industries, and geographic experience. Throughout 2019,2020, the Nominating and Corporate Governance Committee reviewed the skills, qualifications and experience of each Director nominee to ensure that each can effectively oversee Lincoln Electric’sour long-term business strategy.   Lincoln Electric isWe are also committed to having Director candidates that can provide perspective on the industry challenges that we face and our long-term commitment to a pay for performance culture. The Nominating and Corporate Governance Committee’s process for identifying and evaluating nominees for Director includes annually discussing prospective Director specifications, which serve as the baseline to evaluate candidates. When recruiting new Director candidates, the process typically involveswe may involve a recognized search firm, and the CEO and/or a member of the Nominating and Corporate Governance Committee (usually, the Chair) contactingwill contact the prospective director to gauge his or her interest and availability. The candidate will then meet with several members of the Board, including our Lead Independent Director. At the same time, the search firm will contact references for the prospect.prospect will be contacted. A background check is generally completed before a final recommendation is made to the Board to appoint a candidate to the Board.   In October 2020, Ms. Kellye Walker was elected to the Board. In recruiting Ms. Walker, the Nominating and Corporate Governance Committee considered her background and skills and determined that her extensive leadership experience across various industries in legal, corporate governance and strategy development would be integral in helping advance our 2025 Strategy. Shareholders may nominate one or more persons for election as Director of Lincoln Electric. The process for doing so is set forth in the FAQs section of this Proxy Statement. Director candidates recommended by our shareholders will be considered by the Nominating and Corporate Governance Committee in accordance with the criteria outlined above.   DIRECTOR INDEPENDENCE Each of our non-employee Directors meets the independence standards set forth in the Nasdaq listing standards, which are reflected in our Director Independence Standards. To be considered independent, the Nominating and Corporate Governance Committee must affirmatively determine that the director has no material relationship with Lincoln Electric. In addition to outlining the independence standards set forth in the NASDAQ listing standards, the Director Independence Standards outline specific relationships that are deemed to be categorically immaterial for purposes of director independence. The Director Independence Standards are available on our website at www.lincolnelectric.com.   During 2019,2020, the independent Directors met in regularly scheduled Executive Sessions in conjunction with each of the Board meetings. The Lead Independent Director presided over these sessions. 27 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 28 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T BOARD LEADERSHIP Our Chairman,Mr. Mapes, our President and CEO, serves as Chairman of the Board, in addition to his other responsibilities. As Chairman, he is responsible for planning, formulating and coordinating the development and execution of our corporate strategy, policies, goals and objectives. He is accountable for Lincoln Electric’s performance and:   ·  reports directly to our Board, who reviews and approves his annual performance objectives; ·  works closely with our management to develop our strategic plan; ·  works with our management on transactional matters by networking with strategic relationships; ·  promotes and monitors the Board’s fulfillment of its oversight and governance responsibilities;   ·  encourages the Board to set and implement our goals and strategies;   ·  establishes procedures to govern our Board’s work;   ·  oversees the execution of the financial and other decisions of our Board;   ·  makes available to all members of our Board opportunities to acquire sufficient knowledge and understanding of our business to enable them to make informed judgments; ·  presides over meetings of our shareholders; and   ·  sets the agenda for, and presides over, Board meetings.   Mr. Mapes, our President and CEO, serves as Chairman in addition to his other responsibilities. Our Board believes having one individual serve as Chairman and CEO is beneficial to us because the dual role enhances Mr. Mapes’ ability to provide direction and insight on strategic initiatives impacting us and our shareholders. The Board also believes the dual role is consistent with good corporate governance practices because it is complemented by a Lead Independent Director.     LEAD INDEPENDENT DIRECTOR Our Lead Independent Director focuses on overseeing the Board’s processes and prioritizing the right areas of focus. Our Lead Independent Director is appointed each year by the independent Directors and serves as a liaison between the Chairman of the Board and the independent Directors. Specifically, the Lead Independent Director has the following duties, responsibilities, and expectations:   ·  Collaborates with the Chairman, the Secretary and senior management on the format and adequacy of the information that Directors receive and on the effectiveness of the Board meeting process. ·  Acts independently of the Chairman to review and approve Board meeting agendas and schedules. ·  Acts as a sounding board to the Chairman of the Board on key aspects of the business, and assists in promoting sound corporate governance practices.   Mr.Mr. Curtis Espeland currently serves as our Lead Independent Director, a position he has held since the 2018 Annual Meeting.2018. Mr. Espeland was elected to our Board in February 2012. During his tenure on our Board, he has established strong working relationships with his fellow directors, and assisted with the onboarding of our twothree most recently elected directors.   ·  Calls meetings of the independent Directors as he or she sees fit, presiding over such meetings.   ·  Speaks on behalf of Lincoln Electric, as the Board determines necessary.     BOARD ROLE IN ENTERPRISE RISK MANAGEMENT In the ordinary course of business, we face various strategic, operating and compliance risks. Our enterprise risk management process seeks to identify and address risks to the organization. Our Board oversees the management of these risks on an enterprise-wide basis, and the Lead Independent Director promotes our Board’s engagement in this process. A fundamental part of the process is to understand the Company’s risks, and to provide oversight as to how management is addressing these risks. The full Board reviews with management its process for enterprise risk management. In addition, the Audit Committee is charged with overseeing the Company’s risk assessment and management process each year, including ensuring that management has instituted processes to identify critical risks and has developed plans to manage such risks.   The Company maintains a risk management review process where risk is assessed throughout our entire organization, and is reported to a corporate risk committee comprised of members of our various business units and control functions. Each year, the committee identifies critical risks to the organization and those that are determined to be “high priority”“high-priority” risks are reported to the executive management committee and the Board. Thereafter, “high priority”“high-priority” risks are assigned, as appropriate, to various Board Committees, or to the Board as a whole, for further review, analysis and development of appropriate plans for management and mitigation. Information security is a high-priority risk, and the Audit Committee receives updates at each meeting relative to this risk and the Company maintains a related cyber risk insurance policy. 29 - 30 - BOARD ROLE IN STRATEGY OVERSIGHT   One of the Board’s key responsibilities is overseeing the Company’s strategic planning process, including reviewing the steps taken to develop strategic plans and approving the final plans. In 2019,2020, this included overseeingreceiving periodic updates regarding the implementationCompany’s execution and executionperformance during the initial year of the Higher Standard 2025 Strategy. Developing the Higher Standard 2025 Strategy involved a high level of engagement between senior management and the Board. Our Board regularly discusses the key priorities of our Company, taking into consideration global economic, consumer and other significant trends. The Company’s long-term strategic plan is reviewed regularly with the Board, along with its annual operating plan, capital structure and sustainability performance.   COMPENSATION-RELATED RISK   We regularly assess risks related to our compensation and benefit programs, including our executive compensation programs,program, and our Compensation and Executive Development Committee is actively involved in those assessments. In addition, Willis Towers Watson, a compensation consultant engaged by management, has provided a risk assessment of our executive compensation programsprogram in the past. Although we have a long history of pay for performance and incentive-based compensation, we believe our compensation programs contain many mitigating factors to ensure that our employees are not encouraged to take unnecessary risks.   As a result of all these efforts, we do not believe the risks arising from our executive compensation policies and practices are reasonably likely to have a material adverse effect on Lincoln Electric.   RELATED PARTYRELATED-PARTY TRANSACTIONS   AnyThe Board has adopted a policy regarding the review and approval of transactions between the Company and its subsidiaries and certain related party transactions concerning Lincoln Electric and any of its Directors, officers or other employees (or any of their immediate family members)parties that are required to be disclosed in proxy statements, which are referred to reviewed by and approved by the Chief Compliance Officeras “related-party transactions.” Related parties include our Directors, Director nominees, executive officers, persons controlling 5% of our common shares, and the immediate family members of these individuals. Pursuant to the policy, the Audit Committee. Committee is responsible for reviewing and approving related-party transactions and will consider information it deems appropriate, including, but not limited to, whether the terms of the transaction are no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the approximate dollar value of the transaction, and the nature and extent of the related party’s interest in the transaction. No Director will participate in any discussion or approval of a related-party transaction for which he or she is a related party, other than to provide material information concerning the transaction. We define “related party“related-party transactions” generally as transactions collectively over $120,000 in any calendar year, in which any related party had, has or will have a direct or indirect material interest. We have a monitoring and reporting program, which includes requirements to report all actual or potential related party transactions during the self-interest of the employee, officer or Director may be at odds or conflict with the interests of Lincoln Electric, such as doing businessyear and information regarding all relationships with entities that are or may be controlled or significantly influenced by such persons or their immediate family members. We have adoptedinvolving a related party transaction policy which has been approved by our full Board. party. In February 2020, the Audit Committee considered and approved a related partythe on-going related-party transaction involving P&R Specialty, Inc., a supplier to Lincoln Electric. Greg D. Blankenship, the brother of George D. Blankenship, our former Executive Vice President, President, Americas Welding, is the sole stockholder and President of P&R Specialty, Inc. During 2019,2020, we purchased approximately $2.2$2.0 million worth of products from P&R Specialty in ordinary course of business transactions. George D. Blankenship has no ownership interest in or any involvement with P&R Specialty. We believe that the transactions with P&R Specialty were, and are, on terms no less favorable to us than those that could have been obtained from unaffiliated parties. 29 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 30 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T OUR BOARD COMMITTEES   We have separately designated standing Audit, Compensation and Executive Development, and Nominating and Corporate Governance Committees established in accordance with applicable provisions of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC and Nasdaq rules. The Board also has designated a standing Finance Committee.   Each committee has a charter, which details all of the committee’s roles and responsibilities. The following summaries set forth the principal responsibilities of each of committee, as well as other information regarding their makeup and operations. A copy of each committee’s charter may be found on our website at www.lincolnelectric.com.                       Audit Committee       Compensation and Executive Development Committee     Chair: Stephen G. Hanks (Chair) Members: Curtis E. Espeland Patrick P. Goris G. Russell Lincoln Ben P. Patel       Chair: William E. MacDonald, III Members: Michael F. Hilton Kathryn Jo Lincoln Phillip J. Mason Hellene S. Runtagh Kellye L. Walker     Meetings held in 2019: 72020: 6                       Meetings held in 2019: 62020: 7       Key Responsibilities   ·  Independent auditor engagement   ·  Reviews financial statements and disclosures, interim financial reports and earnings press releases ·  Reviews significant litigation and legal matters   ·  Oversees enterprise risk management, risk assessment, ethics and compliance programs, including ESG performance and general information security matters ·  Reviews and evaluates the scope and performance of the internal audit function ·  Review ofReviews internal controls over financial reporting   Each of the membersmember of our Audit Committee meets the independence standards set forth in the Nasdaq listing standards and have likewise been determined by the Board to have the financial competency required by the listing standards. In addition, because of the professional training and past employment experience of Messrs. Hanks, Espeland and Goris, the Board has determined that they are financially sophisticated Audit Committee Membersmembers under the Nasdaq listing standards and qualify as “audit committee financial experts” in accordance with SEC rules. Shareholders should understand that the designation of Messrs. Hanks, Espeland and Goris as “audit committee financial experts” is a disclosure requirement and that it does not impose upon them any duties, obligations or liabilities that are greater than those generally imposed on them as members of the Audit Committee and the Board.                       Key Responsibilities   ·  Reviews and recommends to the Board total compensation of our CEO, and reviews and establishes total compensation of our other executive officers ·  Evaluates performance (along with full Board) of our CEO and other executive officers ·  Monitors development, selection process and succession planning of key management ·  Reviews and recommends to the Board, in conjunction with the Nominating and Corporate Governance Committee, the appointment and removal of elected officers ·  Oversees executive compensation policies, practices and programs, as further described in the CD&A ·  Reviews and recommends to the Board new or amended executive compensation plans with our executive officers ·Oversees diversity and inclusion programming   Each of the membersmember of our Compensation and Executive Development Committee meets the independence standards set forth in the Nasdaq listing standards and each of whom is deemed to be (1) an outside Director within the meaning of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, and (2) a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. The Compensation and Executive Development Committee may, in its discretion, delegate specific duties, responsibilities and authority to a subcommittee, one or more Committee members or one or more executive officers, to the extent permitted by applicable law and stock exchange rules and regulations.                                                                                             31 - 32 -                             Nominating and Corporate Governance Committee       Finance Committee     Chair: Kathryn Jo Lincoln   Members: Patrick P. Goris Michael F. Hilton Ben P. Patel Hellene S. Runtagh Kellye L. Walker       Chair: Phillip J. Mason Members: Curtis E. Espeland Stephen G. Hanks G. Russell Lincoln William E. MacDonald, III           Meetings held in 2019:2020: 5       Meetings held in 2019: 62020: 5                 Key Responsibilities   ·  Reviews our corporate governance framework including external developments related to corporate governance matters ·  Reviews appropriate composition of the Board, identifies Board candidates and recommends Director nominees ·  Reviews shareholder proposals and shareholder engagement activities ·  Reviews non-employee Director compensation program in light of best practices and makes recommendations to the Board ·  Reviews and determines Director independence and makes recommendations to the Board ·  Oversees the self-evaluation process of the Board and Committees ·  Reviews environmental, social and governance matters   Each of the membersmember of our Nominating and Corporate Governance Committee meets the independence standards set forth in the Nasdaq listing standards.       Key Responsibilities   ·  Reviews financial performance, including comparing financial performance to budgets and goals ·  Reviews capital allocation, strategy, dividend and share repurchasing strategies ·  Reviews operating budgets   ·  Reviews capital expenditures   ·  Reviews M&A activity and integration performance   ·  Oversees strategic planning and financial policy matters   Each of the membersmember of our Finance Committee meets the independence standards set forth in the Nasdaq listing standards. All of our Directors typically attend the Finance Committee meetings, a practice that has been in place for the past several years.                                                                                             31 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 32 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T DIRECTORDIRECTOR COMPENSATION   OUR BOARD COMPENSATION PROGRAM Based upon the recommendations of the Nominating and Corporate Governance Committee, the Board determines our non-employee Director compensation. The Nominating and Corporate Governance Committee periodically reviews all elements of Board compensation in relation to our proxy peer group (as identified in the CD&A), trends in Board compensation and other factors it deems appropriate. In connection with its review in 2019,consultation with Korn Ferry as an independent advisor, the Nominating and Corporate Governance Committee recommended certaindid not recommend any adjustments to Board compensation to better align with our peer group. As a result of that review, in July 2019, the Board approved the following adjustments to our non-employee Director compensation program:during 2020.   ·  Effective with the December 2019 award, an increase in the approximate value of the annual restricted stock unit award (and the initial equity award for any newly elected director) from $125,000 to $135,000 per year. ·  Effective January 2020, an increase in the retainer for the Lead Independent Director from $25,000 to $28,000, an increase in the retainer for the Audit Committee Chair from $18,000 to $20,000, and an increase in the retainer for the other Committee Chairs from $13,000 (with respect to the Compensation and Executive Development Committee) and $10,000 (with respect to the Finance Committee and Nominating and Corporate Governance Committee) to $15,000. The objectives of our non-employee Director compensation programsprogram are to attract highly qualified and diverse individuals to serve on our Board and to align their interests with those of our shareholders. An employee of Lincoln Electric who also serves as a Director does not receive any additional compensation for serving as a Director.   All non-employee Directors receive cash retainers and an annual stock-based award for serving on our Board. Stock-based compensation is provided under our 2015 Stock Plan for Non-Employee Directors.   GOOD GOVERNANCE PRACTICES Lincoln Electric seeks to attract and retain highly qualified individuals to serve on the Board of Directors. To that end, Lincoln Electric maintains the philosophy of paying non-employee Directors fairly and reasonably, considering external market factors, consistent with good governance practices. With respect to our non-employee Director compensation program, our governance practices include:   What We Do What We Don’t Do Reasonable limits on non-employee Directors’ annual equity awards included in 2015 Stock Plan for Non-Employee Directors ✔ No Hedging or Pledging of Lincoln Electric Stock ✘ Total compensation is positioned at the peer median ✔ No Excessive Perquisites ✘ Non-employee Director compensation approved by full Board ✔ No Excise Tax Gross-Ups or Tax Reimbursements ✘ Full-value equity award granted at a fixed-value ✔   Double Trigger Provisions for Change in Control ✔ Stock Ownership Guidelines ✔ Independent Compensation Committee and ConsultantAdvisor ✔ 33 - 34 - The following is a summary of our current Director compensation program:     Director Compensation Mix   Board Level Lead Independent Director Committee Chairs Board Level Lead Independent Director Committee Chairs Cash Retainer $ 80,000 Additional td8,000 Additional td0,000 for Audit td5,000 for Compensation and Executive Development, Finance and Nominating and Corporate Governance Retainer1 $ 80,000 Additional td8,000 Additional td0,000 for Audit td5,000 for Compensation and Executive Development, Finance and Nominating and Corporate Governance Meeting Fees1 — – – Meeting Fees2 — – – Equity Annual Restricted Stock Unit Award approx. value2   td35,000   –   – Annual Restricted Stock Unit (RSU) Award approx. value3   td35,000   –   – Initial Restricted Stock Unit Award approx. value3   td35,000   –   – Initial RSU Award approx. value3,4   td35,000   –   –   (1) Directors have the ability to defer annual cash compensation under the Non-Employee Directors’ Deferred Compensation Plan. (2) We do not have separate meeting fees, except if there are more than eight full Board or Committee meetings in any given year, Directors will receive $1,500 for each full Board meeting in excess of eight meetings and Committee members will receive $1,000 for each Committee meeting in excess of eight meetings in total. (2)(3) Directors have the ability to defer restricted stock unitsRSUs under the Non-Employee Directors’ Deferred Compensation Plan. (3)(4) The initial award will be pro-rated based on the Director’s length of service during the twelve-month period preceding the next regularly scheduled annual equity grant, which normally occurs in the fourth quarter of each year. 33 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 34 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 2019 DIRECTOR COMPENSATION TABLE     Director Fees Earned or Paid in Cash ($) Stock Awards1 ($)   Total ($) Curtis E. Espeland 105,0002 134,920 239,920 Patrick P. Goris 80,0002 134,920 214,920 Stephen G. Hanks 98,000   134,920 232,920 Michael F. Hilton 80,000   134,920 214,920 G. Russell Lincoln 80,000   134,920 214,920 Kathryn Jo Lincoln 90,0002 134,920 224,920 William E. MacDonald, III 93,000   134,920 227,920 Phillip  J.  Mason 90,000   134,920 224,920 Ben P. Patel 80,0002 134,920 214,920 Hellene S. Runtagh 80,000   134,920 214,920 2020 DIRECTOR COMPENSATION TABLE Name     Fees Earned or Paid in Cash ($) Stock Awards1 ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)   Total ($) Curtis E. Espeland 108,0002 134,916   242,916 Patrick P. Goris   80,0002 134,916 2,3083 217,224 Stephen G. Hanks 100,000   134,916   234,916 Michael F. Hilton  80,000 134,916   214,916 G. Russell Lincoln  80,000 134,916   214,916 Kathryn Jo Lincoln   95,0002 134,916   229,916 William E. MacDonald, III  95,000 134,916   229,916 Phillip J. Mason  95,000 134,916   229,916 Ben P. Patel   80,0002 134,916   214,916 Hellene S. Runtagh  80,000 134,916   214,916 Kellye L. Walker  15,870 153,680   169,550   (1) On December 12, 2019, 1,406 restricted stock units10, 2020, 1,129 RSUs were granted to each non-employee Director under our 2015 Stock Plan for Non-Employee Directors. For Ms. Walker, 184 RSUs were also granted to her on October 20, 2020 upon her initial election to the Board. The Stock Awards column represents the grant date fair value under Accounting Standards Codification (ASC) Topic No. 718 based on a closing price of $95.96$119.50 per share on December 12, 2019.10, 2020, and, with respect to the award granted to Ms. Walker, a closing price of $101.98 per share on October 20, 2020. Assumptions used in the calculation of these amounts are included in footnote 10 to our audited financial statements for the fiscal year ended December 31, 20192020 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2020.19, 2021. As of December 31, 2019,2020, the number of restricted stock unitsRSUs held by each non-employee Director was 1,406.1,129, except for Ms. Walker, who held 1,313. Each of Messrs. Goris, Hanks, Hilton and Patel and Ms. Lincoln elected to defer receipt of the RSUs that were granted in 2020 under our Non-Employee Directors’ Deferred Compensation Plan. (2) All of Messrs. Espeland’s, Goris’ and Patel’s and Ms. Lincoln’s Board fees were deferred under our Non-Employee Directors’ Deferred Compensation Plan. (3) The amount shown for 2020 represents the difference in earnings under the Moody’s Corporate Bond Index fund in our Non-Employee Directors’ Deferred Compensation Plan and a hypothetical rate.   OTHER ARRANGEMENTS We reimburse Directors for reasonable out-of-pocket expenses incurred in connection with attendance at Board meetings, or when traveling in connection with the performance of their services for Lincoln Electric.   CONTINUING EDUCATION Directors are generally reimbursed up to $5,000 for continuing education expenses (inclusive of travel expenses) for programs each Director may elect to attend. We also incorporate continuing education topics for Directors into our Board meetings from time to time.   STOCK OWNERSHIP GUIDELINES In keeping with the philosophy that Directors’ interests should be aligned with the shareholders’ interest and as part of the Board’s continued focus on corporate governance, all of our non-employee Directors must adhere to our stock ownership guidelines. Restricted stock unit awardsRSUs, including any RSUs that have been deferred under the Non-Employee Directors’ Deferred Compensation Plan, count toward the stock ownership amount; shares held in another person’s name (including a relative) do not. The stock ownership guidelines can be met by satisfying one of the two thresholds noted in the chart below. As of December 31, 2019,2020, all of our non-employee Directors had satisfied the stock ownership guidelines, with the exception of Mr. Goris and Mr. Patel due to their recent electionsexcept for Ms. Walker who was elected to the Board in 2018.2020. 35 - 36 -   Directors have five years from the date of election to the Board to satisfy the stock ownership guidelines. The Nominating and Corporate Governance Committee reviews the guidelines at least every two-and-a-half years to ensure that the components and values are appropriate—a review was conducted during 2019, with the assistance of Korn Ferry as an independent advisor, and it was determined that no changes to the guidelines were necessary at this time, as the 5 times annual retainer guideline was consistent with the peer group median. As there was no modification and this was a mid-cycle review, the absolute share target remained unchanged. The next review is anticipated to occur in 2021.   Retainer Multiple Number of Shares Shares valued at 5x annual Board retainer ($400,000)     OR 4,368*   * Represents shares equal to $400,000 based on the closing price of Lincoln Electric stock as of December 29, 2017 (the last trading day of the calendar year) of $91.58. EQUITY AWARDS The non-employee Directors’ restricted stock unitsRSUs awards are granted under the 2015 Stock Plan for Non-Employee Directors. Under the terms of the awards, restricted stock unit awardsRSUs vest in full one year after the date of grant, with accelerated vesting in the event of a change in control of Lincoln Electric if the Director’s service is terminated or if the award is not assumed upon the change in control, or upon the death or disability of the Director. During the period in which restricted stock unitsRSUs remain unvested, dividend equivalents pay out in cash when dividends are generally paid to shareholders.   DEFERRED COMPENSATION PLAN The Non-Employee Directors’ Deferred Compensation Plan allows the non-employee Directors to defer payment of all or a portion of their annual cash compensation and restricted stock unitsRSUs granted to them. This plan allows each participating non-employee Director to elect to begin payment of the deferred amounts as of the earlier of termination of services as a Director, death or a date not less than one full calendar year after the year the fees are initially deferred.   The investment elections available under the plan for cash compensation deferred are the same as those available to executives under our Top Hat Plan, which is discussed in the narrative under 20192020 Deferred Compensation Benefits. Restricted stock unitRSU deferrals are deemed invested solely in a Lincoln Electric Stock fund, and no other plan deferrals are eligible for investment into that fund. 35 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 36 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T EXECUTIVE COMPENSATION   Our long-term strategy is focused on key actions and initiatives that generate long-term profitable growth within our targeted markets through value-added solutions and operational excellence. We believe this approach engages our business team in creating a long-term value proposition for shareholders that generates above-market returns through an economic cycle while maintaining a short-term focus on improving profitability and driving operating excellence. More information on our business and strategy can be found in the “Business Overview” section at the beginning of this Proxy Statement.   The Compensation Discussion and Analysis (CD&A) describes our executive compensation programs and how they apply to our NEOs. The CD&A contains statements regarding future performance targets and goals. These targets and goals are disclosed in the context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We caution investors not to apply these statements in other contexts.   Executive Compensation Table of Contents Executive Summary 3738 Our Compensation Philosophy 4345 Elements of Executive Compensation 4850 Other Arrangements, Policies and Practices 5559 Summary of 20192020 Compensation Elements 6064 20192020 Summary Compensation Table 6165 20192020 Grants of Plan-Based Awards Table 6368 Holdings of Equity-Related Interests 6471 20192020 Pension Benefits Table 6674 20192020 Deferred Compensation Benefits 6775 Termination and Change in Control Arrangements 6977     For 2019,2020, our NEOs were: CHRISTOPHER L. MAPES   Chairman, President and Chief Executive Officer VINCENT K. PETRELLAGABRIEL BRUNO   Executive Vice President, Chief Financial Officer and Treasurer GEORGE D. BLANKENSHIPSTEVEN B. HEDLUND   ExecutiveExecutive Vice President, President, Americas and International Welding STEVEN B. HEDLUNDJENNIFER I. ANSBERRY   Executive Vice President, President, International Welding JENNIFER I. ANSBERRY ExecutiveExecutive Vice President, General Counsel and Secretary MICHELE R. KUHRT Executive Vice President, Chief Human Resources Officer VINCENT K. PETRELLA (retired during 2020) Former Executive Vice President, Chief Financial Officer and Treasurer GEORGE D. BLANKENSHIP (retired during 2020) Former Executive Vice President, President, Americas Welding 37 - 38 - COMPENSATION DISCUSSION AND ANALYSIS   EXECUTIVE SUMMARY   Our approach to executive compensation is generally the same as our approach to employee-wide compensation, with a strong belief in pay for performance and a long-standing commitment to incentive-based compensation.   While maintaining our performance-driven culture, our executive compensation program is designed to achieve the following objectives:   Align Interests Align the interests of management (and employees) with long-term interests of our shareholders and other stakeholders Incentivize Management Design compensation elements to incentivize management to deliver above-market financial results Support Long-Term Strategy Define performance drivers which support key financial and strategic business objectives Good Governance Practices Help ensure we are following good governance practices in the design and operation of our executive compensation program, including consideration of the risks associated with those practices Address Challenges Address specific business challenges, including economic circumstances, employee turnover and retention considerations Pay for Performance Link incentive-based compensation to the company’s short-term and long-term financial and operational performance CEO Target Pay “At Risk” All Other NEOs Target Pay “At Risk” Say-on-Pay Vote At our 2019 Annual Meeting, shareholders again showed strong support for our executive compensation programs with 98% of the shareholders who voted approving, on an advisory basis, the compensation of our NEOs 37 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 38 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T KEY FINANCIAL PERFORMANCE   We have a strong track record of delivering increased value to our shareholders and we have typically delivered above-market performance across various financial metrics over many economic cycles. Our long-term strategy seeks to achieve profitable sales growth both organically and through acquisitions by emphasizing value-added solutions and differentiated technologies. We anticipate this strategy will yield improved profit margins and returns, and will generate best-in-class financial performance measured against our peer group.   We operated as an “essential business” in 2020 to ensure product availability for customers. Despite the unprecedented safety and operational challenges posed by the global pandemic, we achieved solid returns with a 19.9%17.7% ROIC, recordstrong cash flow generation, and 113%117% cash conversion in 2019, despite slowing industrial sector demand and weaker customer capital spending.conversion. Sales decreased approximately 1%11.6% to $3.0approximately $2.7 billion primarily due to 3.5%12.2% lower organic sales, which were partially offset by a 4.3%1.3% benefit to sales from acquisitions. We held bothan acquisition. Operating income margin declined 180 basis points to 10.6% versus the prior year primarily due to lower sales and rationalization and asset impairment charges. Adjusted operating income margin and adjusted operating income marginheld relatively steady, bydeclining 50 basis points to 12.4% as price management and approximately $88 million in cost reduction benefits substantially mitigatingmitigated the unfavorable impact of lower volumes on profitability with new products, price management, disciplined expense controls and operational initiatives. volumes. Our focus on operational excellence resulted in exceedingrecord safety performance for 2020 and we exceeded three of four long-termof our 2020 safety and environmental goals.goals (with energy intensity not being achieved due to reduced working hours across the globe as a result of the pandemic, although actual energy consumption was down year over year). These results demonstrate the continued structural improvements achieved in the business through our “2020 Vision and Strategy” and howas the organization continues to advance towardspursues best-in-class performance.   We also focused on the continued to pursue the development and commercialization of innovative solutions and acquisitionsleveraged new digital solutions to invest inengage with customers virtually to drive long-term growth. In 2019,2020, we closed three transactions that contributed new products and services that reach across all three reportable segments. We increasedmaintained our R&D spend by 5% toof approximately 1.9% of revenue. Our investments in innovation generated a sales vitality index from new products launched in the last five years of 34%31%, and we achieved a 53%increased our vitality index in equipment systems.systems to 54%. The vitality index represents the percentage of 20192020 sales from new products launched in the last five years, excluding the International Welding Segment and customized automation sales.     See Appendix A for definitions and/or reconciliation of these metrics to results reported in accordance with GAAP. Performance measures used in the design of the executive compensation program are presented within this Compensation Discussion and Analysis section. 39 - 40 - We remain focused on generating long-term value for our shareholders through a disciplined capital allocation strategy. In 2019,2020, we deployed approximately $615$59 million towards a combination ofcapital projects focused primarily on growth investments (capital expenditures and acquisitions)operational efficiency and the returnreturned approximately $232 million of cash to shareholders through our dividend program and share repurchases. In the last five years, we have repurchased an aggregate amount of $1.3 billion$994 million in shares and have increased the dividend payout rate by 69%59%. Our Board increased the dividend payout rate for 20202021 by an additional 4.3%4.1%, marking 2425 years of consecutive dividend increases.      FINANCIAL MEASURES USED FOR COMPENSATION PURPOSES   We consider various types of widely reported financial metrics, each of which is related to our executive compensation programsprogram in some way. Some of these financial metrics directly impact our executive compensation programs,program, while others are the closest approximation to the metrics that we use in our programs. We believe that all of these financial metrics are critical to the short-term and long-term growth and performance of our organization.   Short-term financial metrics used to evaluate operational performance and used in our annual bonus (EMIP) design are:   · Adjusted earnings before interest, taxes and bonus (EBITB), and · Average operating working capital to net sales ratio (AOWC/Sales) for Compensation Purposes. Adjusted earnings before interest, taxes and bonus (EBITB), and Average operating working capital to net sales ratio (AOWC/Sales) for Compensation Purposes.   The following charts illustrate our performance in these or comparable metrics.   Adjusted Operating Income1 Representative of EBITB ($ in millions) AOWC/Sales for Compensation Purposes2 (1) Excluding special items where applicable. Definitions and a reconciliation of non-GAAP results to our most closely comparable GAAP results are included in Appendix A. (2) See Appendix A for definition of AOWC/Sales for Compensation Purposes. 39 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 40 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T Financial metrics considered in our long-term incentive compensation program include:   ·• Growth of Adjusted Net Income for Compensation Purposes (over (over a three-year cycle), ·• Share price appreciation, including dividends (TSR), versus various indices over a three-year period.. ·• Three-year average ROIC for Compensation Purposes indexed to peer performance, and       The following charts illustrate Lincoln Electric’sour Adjusted Net Income for Compensation Purposes and ROIC for Compensation Purposes. The results for ROIC for Compensation Purposes are compared to our peer group, the S&P 400 Midcap Index (S&P 400), in which we participate, and the S&P 400 Midcap Manufacturing Index. The ROIC for Compensation Purposes percentile rankings show the position of our financial results compared to the particular group, with a 50th percentile ranking indicating median (or market) performance. Percentiles below 50 indicate below-market performance, while percentiles above 50 indicate above-market performance. Information is based on the most recently available public information (as accumulated by an independent third party), as of January 20202021 when the analysis was performed.   Adjusted Net Income for Compensation Purposes1 ($ in millions) Return on Invested Capital for Compensation Purposes1 3-Year Average ROIC for Compensation Purposes1,2Performance and Percentile Rank to Peers and Select Indices   41 (1) Excludes certain items as approved by the Compensation and Executive Development Committee where applicable. See discussion and definitions on page 53 in the Performance Shares Financial Metrics section and in Appendix A.- (2) As of September 30, 2019. 42 - TOTAL SHAREHOLDER RETURN (TSR)   The following 3-Year (2017-2019)(2018-2020) TSR Performance Percentile Rank chart illustrates our TSR performance compared to our peer group, the S&P Composite 500 Stock Index (S&P 500), the S&P 400, and the S&P 400 Midcap Manufacturing Index. The TSR percentile rankings show the position of our TSR Performance compared to the particular group, with a 50th percentile ranking indicating median (or market) performance. Percentiles below 50 indicate below-market performance, while percentiles above 50 indicate above-market performance. This information is based on the most recently available public information (as accumulated by an independent third party), as of January 20202021 when the analysis was performed.   The following 3-Year and 5-Year TSR charts compareline graph compares the yearly percentage change in the cumulative total shareholder return on our common stock against the cumulative total shareholder return of the S&P 500 and the S&P 400 for the three-yearfive-year calendar year period commencing January 1, 2016 and five-year periods endedending December 31, 2019. The 3-Year and 5-Year TSR charts assume2020. This graph assumes that $100 was invested at the beginning of each periodon December 31, 2015 in each of our common stock,shares, the S&P 500 and the S&P 400400. A peer-group index for the welding industry, in general, is not readily available because the industry is comprised of a large number of privately held competitors and assumes dividends were reinvested.competitors that are smaller parts of large publicly traded companies.   Total Shareholder Returns (TSR)1 3-Year (2017-2019) TSR Performance Percentile Rank to Peers and Select Indices 3-Year TSR 5-Year TSR (1) See Appendix A for definition of TSR.   PAY FOR PERFORMANCE, OBJECTIVES AND PROCESS   In designing our executive compensation programs,program, a core philosophy is that our executives should be rewarded when they deliver financial results that provide value to our shareholders. Therefore, we have established a program that ties executive compensation to superior financial performance.   To assess pay for performance, we evaluate the relationship between CEO pay and TSR performance considering the ISS methodology. This allows us to understand the relative degree of alignment over a three-year period between the pay opportunity delivered to the CEO and the performance achieved by shareholders relative to the ISS peer group. The ISS peer group for this analysis is comprised of 24 companies of which 11 companies overlap with our peer group. In conjunction with ISS resources, this analysis is performed by management’s compensation consultant, Willis Towers Watson, which is reviewed by the Compensation and Executive Development Committee (the “Committee”) and by its independent consultant, Korn Ferry.   In evaluating pay and performance alignment, the analysis focuses on CEO pay primarily as reflected in the Summary Compensation Table, with the exception of valuing equity-based awards. All stock-based awards (both time-andtime- and performance-vesting) are calculated by multiplying the number of underlying shares by the closing stock price on the grant date, and option awards are calculated using the ISS Black-Scholes option pricing model. This means that for us, the CEO is evaluated based on the following compensation elements for the applicable three-year period:   ·  •  Base pay; ·•  Annual bonus (EMIP); ·•  The value of restricted stock units (“RSUs”) granted (based on the closing price of our common stock as of the grant date); ·•  The value at target of performance shares granted (based on the closing price of our common stock as of the grant date);   · •  The value of stock options granted (based on the ISS Black-Scholes pricing model as of the grant date); ·•  Actual nonqualified deferred compensation earnings; and ·•  All other compensation for the applicable three-year period. 41 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 42 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T As As the following chart demonstrates, for the 2018-2020 performance period, our ranking for TSR performance was slightly belowabove the median of the ISS peer group for the most recent three-year period. For the same period, our ranking for CEO pay was above the median. ComparingThe shaded area in the chart below highlights the area in which ISS has a low overall concern level. As shown in the chart below, our ranking for TSR performance withand our ranking for CEO pay forhas consistently fallen within the 2017-2019 time frame resulted in a -18.6% relative degree of alignment. A medium concern level would be triggered usingshaded area and demonstrates an overall alignment over the 2020 ISS methodologythree most recent three-year performance periods. Based on this analysis, the Committee is satisfied with a relative degree ofthe alignment of -50% or more.our CEO’s pay with the performance of the Company.   43 - Lincoln Electric Holdings, Inc. Pay for Performance 3-Year CEO Pay Percentile Rank vs. 3-Year TSR Percentile Rank   44 -   While we consider the ISS methodology in assessing pay for performance, we view it as one of the variables for evaluating pay for performance alignment. We have provided the ISS analysis in assessing pay for performance for investors that might be utilizing it in evaluating pay for performance.   20192020 EXECUTIVE COMPENSATION ACTIONS   During 2019,2020, the Committee reviewed the design of our executive compensation programsprogram to help ensure consistency with our pay for performance philosophy. TheEach year, the Committee has taken a number of actions over the last few years to better alignmonitors our executive compensation program and how it relates to value drivers in line with our financialcorporate performance and shareholder interests. At our 20192020 Annual Meeting, we received over 98% approval, based on the total votes cast, for our annual advisory say-on-pay vote to approve the compensation of our named executive officers.NEOs. The Committee considered this result, in connection with its review of the overall design of our executive compensation programs,program, particularly in light of the transition to the Higher Standard 2025 Strategy. The Committee believes the voting results demonstrate significant support for our named executive officer compensation program, and the Committee chose not to make any substantial changes to the existing program for 20192020 specifically in response to the 20192020 say-on-pay voting results. The Committee expects, however, to continue to work with its compensation consultant to monitor changes in executive compensation trends to keep our executive compensation programsprogram aligned with best practices in our competitive market. In addition, beginning in March 2020, the Committee and senior leadership team closely monitored the impact of the COVID-19 pandemic on our executive compensation program, to help ensure ongoing alignment between our executive’s incentives and our stockholders’ long-term interests during a period of extraordinary market volatility. Ultimately, the Committee made no changes or adjustments to our executive compensation program in response to the COVID-19 pandemic. NO ADJUSTMENTS TO COMPENSATION PROGRAMS FOR THE COVID-19 PANDEMIC During 2020 we did not make any changes or adjustments to our executive compensation program specifically in response to the COVID-19 pandemic. The Committee did not modify individual performance goals or the corporate performance goals that were established at the beginning of the fiscal year, prior to the onset of the COVID-19 pandemic, for the annual bonus (EMIP) or outstanding performance share awards. KEY EXECUTIVE TRANSITIONS During 2020, two NEOs, Vincent Petrella and George Blankenship, retired from the Company. Prior to their retirements, Mr. Petrella served as our Executive Vice President, Chief Financial Officer and Treasurer and Mr. Blankenship served as our Executive Vice President, President, Americas Welding. In connection with these retirements, Gabriel Bruno was appointed Executive Vice President, Chief Financial Officer and Treasurer and Steven Hedlund was appointed Executive Vice President, President, Americas and International Welding. More information is provided below regarding the compensation for Messrs. Petrella and Blankenship for 2020, including in connection with their retirements.   GOOD GOVERNANCE PRACTICES   In addition to our emphasis on above-market financial performance and pay for performance, we design our executive compensation programsprogram to be current with best practices and good corporate governance. We also consider the risks associated with any particular program, design or compensation decision. We believe these assessments result in sustained, long-term shareholder value. Some of those governance practices are described in the Compensation-Related Risk section in this Proxy Statement. The following table highlights certain of our good governance practices relative to our executive compensation programs:program:   What We Do What We Don’t Do Pay for Performance Focus (Compensation programs weighted heavily toward variable, “at risk,” compensation; perform annual reviews of market competitiveness and the relationship of compensation to financial performance) ✔ No Guaranteed Pay (No multi-year guarantees for compensation increases, including base pay, and no guaranteed bonuses) ✘ Balanced Compensation (Compensation opportunities linked to both short-term and long-term periods of time, while aligning compensation with several financial performance metrics that are critical to achievement of sustained growth and shareholder value creation) ✔ No Repricing or Replacement of Underwater Stock Options without Prior Shareholder Approval ✘ Double Trigger Provisions for Change in Control ✔ No Payment of Dividends on Unvested Equity ✘ Stock Ownership Guidelines for all Executive Officers ✔ No Excessive Perquisites ✘ Clawback Policy ✔ No Excise Tax Gross-Ups or Tax Reimbursements ✘ Independent Compensation Committee and Consultant ✔ No Hedging or Pledging of Lincoln Electric Stock ✘   OUR COMPENSATION PHILOSOPHY   CORE PRINCIPLES   The primary components of our executive compensation programs,program, summarized below, help ensure that we maintain our performance-driven culture:         Type Component and Competitive Target Philosophy and Objective Fixed Compensation Base Pay ·  Targeted at the 45th percentile of market (below market) to place stronger emphasis on incentive-compensationincentive compensation ·  Provide market-competitive fixed pay reflective of an executive officer’s role, responsibilities and individual performance in order to attract and retain top talent Incentive-Based Compensation Target Total Cash Compensation with Annual Bonus (EMIP) ·  Targeted above the competitive market, so that target total cash compensation (base pay and annual bonus which incorporates financial targets)targets and individual performance goals) is set at 65th percentile of market ·  Drive financial performance, including adjusted earnings before interest, taxes and bonus (EBITB) and average operating working capital to net sales ratio ·  Deliver individual performance against specific business objectives, including executing on our Higher Standard 2025 Strategy, increasing our customer satisfaction, developing and engaging a diverse and talented workforce, driving sustainable innovation and improving operating efficiencies Long-Term Incentive Compensation ·  Targeted at the 50th percentile of market (at market) ·  Divided equally among 3 programs: (1) stock options; (2) restricted stock units (RSUs); and (3) Performance Shares ·  Incentivize achievement of long-term value creation through financial performance objectives weighted more heavily toward rewards for share price appreciation and long-term profitability   4345 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     4446 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   In addition to the primary components of our executive compensation programs,program, we provide benefits and perquisites that we believe, taken as a whole, are at the market median.   Individual performance also plays a key role in determining the amount of compensation delivered to an individual in many of our programs, with our philosophy being that the best performers should receive the greatest rewards. In addition, for 2019, as theThe following charts demonstrate,present the mix of 2020 target direct compensation for our CEO and all of our other NEOs, as established in the beginning of 2020. As shown below, 85% of the CEO’s compensation mix was “at risk” and 71%69% of our other NEOs’ compensation mix was “at risk,” with the actual amounts realized based on annual and long-term performance as well as our stock price.   CEO Target Compensation Mix All Other NEOs Target Compensation Mix THE ROLES OF THE COMMITTEE, EXTERNAL ADVISORS AND MANAGEMENT   The Committee, which consists solely of non-employee Directors, has primary responsibility for reviewing, establishing and monitoring all elements of our executive compensation programs.program. The Committee is advised by its independent executive compensation consultant, Korn Ferry, and independent legal counsel.counsel as it deems appropriate. Management provides recommendations and analysis to the Committee, and is supported in those efforts by its own executive compensation consultant, Willis Towers Watson.   ROLE OF THE COMMITTEE Compensation-Related  Tasks Organizational  Tasks Reviews, approves and administers all of our executive compensation plans, including our equity plans Evaluates the performance of the CEO, including consideration of tone and embodiment of core values, with input from all non-employee Directors Establishes performance objectives under our short-term and long-term incentive compensation programs1 Reviews the performance capabilities of the other executive officers, including consideration of tone and embodiment of core values, based on input from the CEO Determines the attainment of performance objectives and the awards to be made to our executive officers under our short-term and long-term incentive compensation programs1 Reviews succession planning for officer positions, including the position of the CEO Determines the compensation for our executive officers, including salary and short-term and long-term incentive compensation opportunities1 Reviews proposed organization or responsibility changes at the officer level Reviews compensation practices relating to key employees to confirm that these practices remain equitable and competitive Reviews our practices for the recruitment and development of a diverse talent pool Reviews new employee benefit plans or significant changes in such plans or changes with a disproportionate effect on our that relate to executive officers and/or primarily benefiting key employees Retains the services of independent legal counsel from time to time to provide input on various matters   (1) The independent members of the Board takes such action with respect to the CEO.   4547 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     4648 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   ROLE OF EXTERNAL ADVISORS   Korn Ferry   · •  Independent executive compensation consultant for the Committee ·•  Advises on matters including competitive compensation analysis, executive compensation trends and plan design, peer group company configuration, competitive financial performance and financial target setting ·•  Reviews analysis and data collected by management (particularly the CEO, the CFO and the Chief Human Resources Officer) and Willis Towers Watson ·•  Reports directly to the Chairperson of the Committee ·•  Meets with the Committee in executive session without the participation of management   ·•  Discusses the CEO’s recommendations with the Committee to help ensure the compensation recommendations are in line with stated compensation philosophies and are reasonable when compared to the competitive market ·•  The Committee is not bound by Korn Ferry’s recommendation · •  Considering all relevant factors (as required by compensation consultant independence standards set forth in applicable SEC rules and Nasdaq listing standards), we have assessed Korn Ferry’s independence, and are not aware of any conflict of interest that has been raised by the work performed by Korn Ferry Willis Towers Watson   Willis Towers Watson ·•  Provides executive compensation analysis and other services directly to management ·•  Performs data analysis on competitive compensation, competitive financial performance and financial target setting ·•  Provides analysis to Korn Ferry in advance to allow Korn Ferry to comment upon the findings and recommendations made by management   ·•  Considering all relevant factors (as required by compensation consultant independence standards set forth in applicable SEC rules and Nasdaq listing standards), we have assessed Willis Towers Watson’s independence, and are not aware of any conflict of interest that has been raised by the work performed by Willis Towers Watson   ROLE OF CEO AND MANAGEMENT ·•  Provides compensation-related recommendations to the Committee ·•  The CEO recommends the compensation for other executive management positions and provides the Committee with assessments of their individual performance (both of which are subject to Committee review)   · •  Performs individual performance assessments based on achievement of various financial and leadership objectives set by the CEO · •  Receives suggestions from the Committee for modifications to financial and leadership objectives where warranted OUR METHODOLOGIES   SELECTION OF COMPENSATION ELEMENTS   As part of its annual review, the Committee evaluates whether changes in the philosophy or structure are warranted in light of emerging trends, business needs and/or financial performance. The Committee then uses competitive market data, performance assessments, and independent executive compensation consultants and management recommendations to set the pay components along the targets described above (for example, 45th percentile for base pay). Actual pay for executive management will generally fall within a range of these targets (plus or minus 20%). Absent significant increases due to promotion, increases for break-through individual performance or significant changes in the competitive market data, pay increases are generally in line with national trends.   MARKET COMPARISON DATA   We collect competitive market compensation data from multiple nationally published surveys, from proxy data for a peer group of companies and from proxy data for companies in the S&P 400. Nationally published survey market compensation data is statistically determined (through regression analysis) to approximate our revenue size and aged to approximate more current data. We did not select the companies that comprise any of these survey groups, and the component companies’ identities were not a material factor in this analysis. The Company worked with Willis Towers Watson during 2020 with respect to the benchmarking methodology used, and based on the analysis, we will generally blend 50% survey and 50% peer data for benchmarking executive compensation for our NEOs commencing in 2021. PEER GROUP   We use a peer group of publicly traded industrial companies that are headquartered in the U.S. that serve a number of different market segments and that have significant foreign operations. These are companies for which Lincoln Electric competes for talent and shareholder investment. In addition, we only select companies with solid historical financial results (removing companies from the peer group when their financial performance has consistently fallen below an acceptable level) and companies with sales that are within 2.5 times that of Lincoln Electric, with the exception of Illinois Tool Works (ITW), as ITW is a global competitor with its largest presence in the U.S. The Committee conducts an annual review of our peer group, with the assistance of Korn Ferry as an independent advisor. In 2019,2020, the Committee determined that no changes to the peer group were necessary, but it would continueacknowledged that additional consideration may be needed in 2021 to monitor SPX Corporationchanging business models of certain peers and due to various changes in its business.the effect of the pandemic across the current peer group.   For 2019,2020, our peer group consisted of the following 18 publicly traded industrial corporations:   Ametek Inc. Flowserve Corporation Kennametal Inc. SPX Corporation Carlisle Companies Incorporated Graco Inc. Nordson Corporation The Timken Company Colfax Corporation IDEX Corporation Regal Beloit Corporation The Toro Company Crane Co. Illinois Tool Works Inc. Roper Technologies, Inc.   Donaldson Company, Inc. ITT Inc. Snap-On, Incorporated     EXECUTIVE COMPENSATION STRUCTURE   In evaluating our executive compensation structure, the Committee considers three primary elements: (1) business needs;needs, (2) individual performance and (3) pay for performance review. (2) individual performance and (3) pay for performance review.   Business Needs Individual Performance Pay for Performance ReviewOrganizational Tasks ·  Independent compensation consultant (Korn Ferry) provides information about emerging trends in executive compensation, along with Committee members’ own reading and study ·  Individual performance is a significant factor in determining annual changes (up or down) to pay components ·  The Committee conducts an annual assessment of our financial performance and pay for performance, in determining whether changes will be made to the existing philosophy or structure and before setting compensation levels for the upcoming year ·  Trends considered in light of our compensation philosophies and various business needs ·  Annual bonus (EMIP) includes an individual performance component in determining the percentage of target bonus to be paid (described below and noted in the 20192020 EMIP Matrix) ·  The annual assessments are used to evaluate whether executive compensation is properly aligned with our financial performance ·  Business needs that are evaluated can include: talent attraction or retention strategies, growth expectations, strategic programs, cost-containment initiatives, management development needs and our company culture ·  Individual performance is measured against how well an executive demonstrates proficiency in key leadership competencies, as well as the executive’s achievement against objectives established for him or her at the beginning of the year   ·  No single factor guides whether changes will be made, as the Committee uses a holistic approach, considering a variety of factors ·  For the past three years, individual performance ratings for the annual bonus for officers have ranged from 107% to 130%     4749 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     4850 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   The following chart highlights the process and timing of compensation determinations and payouts:           BeforePrior Year EndFourth Quarter   Current Year First Quarter of Year   DuringThroughout Current Year ·  Committee reviews our compensation program and philosophy, including determining if our compensation levels are competitive with our peer group and if any changes should be made to the program for the next year   ·  Committee determines the individual performance goals of the CEO (with Board approval) and sets the performance goals for each corporate-based (financial) component   ·  Committee meets regularly throughout the year, with management and in executive session ·  Committee determines the principal components of compensation for the NEOs   ·  CEO sets individual performance goals for each of the other NEOs, which are reviewed by the Committee   ·  Ongoing review of Company performance against performance goals ·  Management engages compensation consultant (Willis Towers Watson) to provide a competitive market assessment of pay levels for the executive officers, including the NEOs ·  Individual performance goals of CEO and the other NEOs are designed to drive our corporate goals and our Higher Standard 2025 Strategy   ��   ·  Base pay, annual bonus targets and long-term incentive awards are set at a regularly scheduled Committee meeting         ·  Payout amounts for the annual bonus (EMIP) and Performance Shares are determined at the first available Committee meeting (normally in February) or a subsequent special meeting (normally in March), once financial results are available               ELEMENTS OF EXECUTIVE COMPENSATION   Each compensation component for our NEOs is described below, with specific actions that were taken during 20192020 noted. For 20192020 compensation amounts, please refer to the Summary Compensation Table and other accompanying tables below.   BASE PAY   Base salary is provided to our executives to compensate them for their time and proficiency in their positions, as well as the value of their job relative to other positions at Lincoln Electric. Base salaries are set based on a subjective evaluation of the executive’s experience, expertise, level of responsibility, leadership qualities, individual accomplishments and other factors. That being said, we aim to set base salaries at approximately the 45th percentile of the market (slightly below market) in keeping with our philosophy that greater emphasis should be placed on variable compensation.   20192020 AND 20202021 BASE PAY   During 2019,Ahead of 2020, the Committee reviewed officer pay, including all NEOs, as compared to the market. The Committee approved certain increasesBased on this review, and in NEO base salaries as detailed below, bringing the base pay within the competitive framework. NEO Increase % 2019 Base Salary Christopher L. Mapes 3.6% $1,000,000 Vincent K. Petrella 10.7%   $553,350 George D. Blankenship 3.0% $515,000 Steven B. Hedlund 7.6% $425,000 Jennifer I. Ansberry 4.5% $411,730 The 2019 base salary increase for Mr. Petrella was to bring his base pay within the competitive benchmark reflectivelight of his years of experience, and the increase for Mr. Hedlund was to bring his base pay within the competitive framework. For 2020, in alignment with Lincoln Electric’sour overall cost-containment initiatives, management did not recommend, and the Committee did not approve, increases at the start of the year for any NEO’s 2020 base salary.salary, other than for Ms. Kuhrt as detailed below. NEO Increase % 2020 Base Salary1 Christopher L. Mapes — $1,000,000 Gabriel Bruno — $   346,750 Steven B. Hedlund — $   425,000 Jennifer I. Ansberry — $   411,730 Michele R. Kuhrt    2.4% $   343,000 Vincent K. Petrella — $   553,350 George D. Blankenship — $   515,000 (1) Base salaries effective as of January 1, 2020. The 2020 base salary increase effective January 1, 2020 for Ms. Kuhrt was to bring her base pay within the competitive framework. Later in 2020, in connection with Mr. Bruno’s appointment as Executive Vice President, Chief Financial Officer and Treasurer in April 2020, the Committee approved a 15.4% increase to Mr. Bruno’s base salary, effective as of September 1, 2020, establishing his new base salary at $400,000, to bring his base pay within the competitive framework. In connection with Mr. Hedlund’s appointment as Executive Vice President, President, Americas and International Welding, the Committee approved a 3.5% increase to Mr. Hedlund’s base salary, effective November 1, 2020, establishing his new base salary at $440,000. Due to Mr. Bruno’s recent promotion, Mr. Bruno received a 2021 base salary increase of 11.3%. In addition, the Committee recognized that Ms. Kuhrt has continued responsibilities as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. In light of such additional duties, the Committee approved a temporary supplemental base salary increase of $55,000. For 2021, excluding Mr. Bruno’s increase and Ms. Kuhrt’s supplemental increase, the average base salary increase for the continuing NEOs was 2.6%. The base pay falls within the competitive benchmark and the continuing NEOs remain, on average, slightly below the 45th percentile on base compensation. ANNUAL BONUS (EMIP) AND TOTAL CASH COMPENSATION   The Executive Management Incentive Plan (EMIP) provides executive officers, including the NEOs, with an opportunity to receive an annual cash bonus. We believe that, given base pay is below market, annual cash bonus opportunities should be above average to balance some of the risk associated with greater variable compensation. However, we also believe that above-market pay should only be available for superior individual and financial performance. Therefore, we target total cash compensation (base pay and target annual bonus) at the 65th percentile of the market, but use a structure that provides payments of above-average bonuses only where the individual’s performance, the performance of the consolidated company, and the performance of his or her particular segment or business unit, warrant it.   ANNUAL BONUS (EMIP) MATRIX   The percentage of target annual bonus actually paid is based upon a matrix that takes into account financial performance and an executive’s individual performance, interpolating the results to calculate the actual percentage paid. If either of these factors is not met, the percentage of target annual bonus paid is reduced, with the potential that no bonus will be paid. If either of these factors exceeds expectations, the percentage of annual bonus paid can be above the target amount. The 2019 EMIP matrix is consistent with prior years. To the extent that financial performance or an individual’s performance rating exceeds the maximum amounts set forth below, the payout percentage is capped. The 2020 EMIP matrix is consistent with prior years.     20192020 EMIP Matrix   Financial Performance Individual Performance Rating 50% 60% 70% 80% 90% 100% 110% 120% Percentage Payout 130 0 50% 80% 100% 130% 150% 160% 180% 120 0 40% 70% 90% 120% 135% 150% 160% 110 0 30% 60% 80% 110% 120% 140% 150% 100 0 20% 50% 60% 90% 100% 135% 145% 95 0 0 20% 50% 80% 90% 115% 125% 90 0 0 0 20% 50% 80% 100% 110% 85 0 0 0 0 20% 50% 60% 70% 80 0 0 0 0 0 20% 30% 50% 75 0 0 0 0 0 0 0 0 51 - 52 -   The Committee has discretion to approve EMIP payments outside of the strict application of this matrix. There were no such adjustments made forFor the 20192020 EMIP payments, for any NEO.the Committee made an adjustment to Ms. Kuhrt’s payout in recognition of her continued responsibilities she managed during 2020 as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. EMIP payout determinations for the 20192020 performance period were made in the first quarter of 2020.2021.   ANNUAL BONUS (EMIP) INDIVIDUAL PERFORMANCE GOALS   Individual performance goals are set annually. A significant portion of our executive officers’ individual performance goals is tied to one or more aspects of our long-term strategy. For 2019, The following table highlights certain of the 2020 performance goals for our CEO (which flow down toCEO. These performance objectives are cascaded throughout the organization and many are also in the individual performance goals for our other NEOs) relateNEOs Individual Performance Goals CEO Execution of the Higher Standard 2025 Strategy ✔ Human capital management, employee engagement, development and training, and diversity and inclusion initiatives ✔ Enterprise risk management and compliance matters, including IT systems and cyber security ✔ Global environmental, health and safety metrics ✔ Operating and capital budget and financial performance ✔ Lincoln Business System enhancement ✔ The ability to achieve many of the individual performance goals established for our operating budget, financial performance,NEOs was impacted by the challenges associated with managing and key initiatives relativeresponding to 2019, including successful implementation and executionthe changing business priorities as well as the extraordinary circumstances caused by the COVID-19 global pandemic. Operating globally as an essential business, our NEOs remained focused on our 2025 Strategy, the well-being of our new long-term strategy,employees and providing support to the Higher Standard 2025 Strategy, while working toward closing outcommunities in which we operate. Notwithstanding the current long-term strategy “2020 Vision and Strategy.”challenging environment, none of the individual performance goals were modified specifically in response to the COVID-19 pandemic.   In assessing the individual performance of our NEOs, the Committee reviews the performance rating recommended by the CEO with respect to each of the other NEOs and recommends revisions, as needed, prior to the Committee approval of such rating. The CEO’s rating is determined based on a review of performance against underlying goals with the final rating being approved by the fullindependent Directors of the Board. 49 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 50 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T ANNUAL BONUS (EMIP) FINANCIAL METRICS   A portion of the EMIP financial component is based upon achievement of company consolidated financial performance against budget and another portion may be attributable to segment financial performance against budget, depending upon the individual’s span of responsibility. By varying the financial metrics used based upon areas of responsibility, it is possible that certain participants will receive a higher percentage of target bonus while others will receive a lower percentage of target where the segment performance for one participant is better than the segment performance for the other. This is a key component of our pay for performance and incentive-based philosophies. For 2019,2020, consolidated results and segment results (with the exception of the Harris Products Group) were below budget.   2019 EMIP payouts for all officers ranged between 73% below and 49% above target, with an average payout of 11% above target. The above target results were driven by individual performance against goals, despite the financial results being below budget. The following is a summary of the financial components used for 20192020 for the NEOs:   20192020 Annual Bonus (EMIP)—Financial Metrics Used NEOs Consolidated Results Segment Results Christopher L. Mapes—Chairman, President & CEO 100% — Gabriel Bruno—EVP, CFO & Treasurer 100% — Steven B. Hedlund—EVP, President, Americas and International Welding   50% 50% International Welding Jennifer I. Ansberry—EVP, General Counsel & Secretary 100% — Michele R. Kuhrt—EVP, Chief Human Resources Officer 100% — Vincent K. Petrella—Former EVP, CFO & Treasurer 100% — George D. Blankenship—Former EVP, President, Americas Welding   50% 50% Americas Welding Steven B. Hedlund–EVP, President, International Welding    50% 50% International Welding Jennifer I. Ansberry–EVP, General Counsel & Secretary 100% —   EBITB. One of the EMIP financial metrics is the achievement of earnings before interest, taxes and the bonus referred to above (EBITB) as compared to budget. Since 2011, this metric accounts for 75% of the EMIP financial component. EBITB to budget has been used as the financial metric for the annual bonus since its inception in 1997 because it is an important indicator of profitability. Budgets are set aggressively (based on the local and global economic climate), at the beginning of the year, are reviewed by the Finance Committee of the Board and are approved by the full Board. The following is a summary of historical consolidated results:   Historical EBITB to Budget (Consolidated Results 2015-2019)2016-2020)   Consolidated Results Average   97% Highest Level 110% Lowest Level   86%   When performance goals are set, we believe that there is an equal probability of achieving EBITB to budget in any year, although the cyclical nature of our business may increase the probability in some years and decrease it in others. For 2019,2020, our EBITB performance goals were set prior to the onset of the COVID-19 pandemic, without having a clear understanding of the impact of COVID-19. The ability to achieve our EBITB performance goals was impacted by the challenges associated with the COVID-19 pandemic. Notwithstanding the challenging environment faced during 2020, none of the EBITB performance goals were modified specifically in response to the COVID-19 pandemic. For 2020, the consolidated EBITB budget was set at $583$478 million and actual performance for 2019,2020, as adjusted, measured at budgeted exchange rates, was $498.5$428.4 million, or an achievement of 85.5%89.6% of budget. The Americas Welding Segment EBITB actual performance for 2019,2020, as adjusted, measured at budgeted exchange rates, was $402.7$312.4 million, or an achievement of 85.2%74.5% of budget. The International Welding Segment EBITB actual performance for 2019,2020, as adjusted, measured at budgeted exchange rates, was $90.8$78.2 million, or an achievement of 79.3%79.1% of budget. The EBITB performance results were adjusted for the same types of special items that impact Adjusted Operating Income and Adjusted Net Income as disclosed in Appendix A.   AOWC/Sales for Compensation Purposes. Since 2007, a second EMIP financial metric, namely the achievement of budget for average operating working capital as compared to sales (AOWC/Sales for Compensation Purposes), has been used as a reflection of our commitment to improving cash flow. Since 2011, AOWC/Sales for Compensation Purposes has accounted for 25% of the EMIP financial component. The following is a summary of historical consolidated results: Historical AOWC/Sales to Budget (Consolidated Results 2015-2019)2016-2020)   Consolidated Results Average 100%98% Highest Level 105% Lowest Level   96%92%   Like EBITB, we believe that there is an equal probability of achieving AOWC/Sales for Compensation Purposes to budget in any given year, although the cyclical nature of our business may increase the probability in some years and decrease it in others. For 2019,2020, our AOWC/Sales for Compensation Purposes performance goals were set prior to the onset of the COVID-19 pandemic, without having a clear understanding of the impact of COVID-19. The ability to achieve our AOWC/Sales for Compensation Purposes performance goals was impacted by the challenges associated with the COVID-19 pandemic. Notwithstanding the challenging environment faced during 2020, none of the AOWC/Sales for Compensation Purposes performance goals were modified specifically in response to the COVID-19 pandemic. For 2020, the consolidated AOWC/Sales for Compensation Purposes budget was set at 20.9%22.9% and actual performance for 2019, excluding businesses acquired during the year,2020 was 21.7%24.8%, or an achievement of 95.9%91.6% of budget. The Americas Welding Segment AOWC/Sales for Compensation Purposes actual performance for 2019, excluding businesses acquired during the year,2020 was 17%19.9%, or an achievement of 95.9%86.1% of budget. The International Welding Segment AOWC/Sales for Compensation Purposes actual performance for 2019, excluding businesses acquired during the year,2020 was 31.6%33.2%, or an achievement of 85.2%88.9% of budget. 53 - 54 -   20192020 ANNUAL BONUS (EMIP) AND TOTAL CASH COMPENSATION   The 20192020 EMIP annual bonus targets for the NEOs were established according to the principles discussed above. In light of Lincoln Electric’s overall cost-containment initiatives, management did not recommend, and the Committee did not approve, increases for any NEO’s 2020 EMIP annual bonus target effective as of January 1, 2020. The 20192020 EMIP targets for the NEOs placed their total targeted cash compensation (base pay and target annual bonus), on average, slightly below the 65th percentile of market.   In approving the 20192020 EMIP payouts, the Committee assessed our EBITB performance and AOWC/Sales for Compensation Purposes performance against budget for consolidated and segments, as applicable. In addition, the Committee has discretion to approve EMIP payments outside of the strict application of this matrix. The Committee increased Ms. Kuhrt’s payout by $100,000 in recognition of the continued responsibilities managed during 2020 as the acting Chief Information Officer, in addition to duties as the Chief Human Resources Officer. On average, 20192020 EMIP payments for the continuing NEOs were 17%32% above their 20192020 target amounts, as shown in the following table.   NEO Target Award Opportunity Target Award Opportunity as a % of Base Salary Maximum Award Opportunity Based on Matrix   Actual Award Actual Award as a % of Target Target Award Opportunity Target Award Opportunity as a % of 2020 Base Salary1 Maximum Award Opportunity Based on Matrix Actual Award Actual Award as a % of Target Christopher L. Mapes $1,450,000 145% $2,610,000 $1,718,830 119% $1,450,000  145% $2,610,000 $1,868,760   129% Gabriel Bruno $   330,6232   91% $   595,121 $   419,362   127% Steven B. Hedlund $   377,5002   88% $   679,500 $   428,765   114% Jennifer I. Ansberry $   319,770     78% $   575,586 $   399,073   125% Michele R. Kuhrt $   255,000     74% $   459,000 $   420,8413 165% Vincent K. Petrella $   515,550   93% $   927,990 $   633,250 123% $   407,0874   92% $   732,757 $   508,045   125% George D. Blankenship $   460,000   89% $   828,000 $   538,798 117% $   191,0384   75% $   343,868 $   206,455   108% Steven B. Hedlund $   375,000   88% $   675,000 $   399,825 107% Jennifer I. Ansberry $   319,770   78% $  575,586 $   375,602 117% (1) With respect to Messrs. Bruno, Hedlund, Petrella and Blankenship, the target award opportunities percentages reflect prorated target award opportunities as compared to 2020 prorated base salaries as reflected in the Summary Compensation Table. (2) From January 1 through April 22, 2020, Mr. Bruno’s 2020 EMIP annual bonus target was $264,000. Upon his appointment as Executive Vice President, Chief Financial Officer and Treasurer, the Committee adjusted Mr. Bruno’s 2020 EMIP annual bonus target to $360,000. From January 1 through November 1, 2020, Mr. Hedlund’s 2020 EMIP annual bonus target was $375,000. Upon his appointment as Executive Vice President, President, Americas and International Welding, the Committee adjusted Mr. Hedlund’s 2020 EMIP annual bonus target to $390,000. (3) The Committee made an adjustment to Ms. Kuhrt’s payout in recognition of the continued responsibilities managed during 2020 as the acting Chief Information Officer, in addition to duties as the Chief Human Resources Officer. (4) Mr. Petrella’s original target 2020 EMIP award opportunity was 93% of his 2020 annual base salary. Due to Mr. Petrella’s retirement from the Company in October 2020, his original target 2020 EMIP award opportunity and maximum 2020 EMIP award opportunity were prorated based on the portion of 2020 during which he was actually employed, pursuant to the terms of our annual bonus (EMIP) plan. Mr. Blankenship’s original target 2020 EMIP award opportunity was 89% of his 2020 annual base salary. Due to Mr. Blankenship’s retirement from the Company in May 2020, his original target 2020 EMIP award opportunity and maximum 2020 EMIP award opportunity were prorated based on the portion of 2020 during which he was actually employed, as approved by the Board in connection with his retirement. This table reflects actual achievement regarding those prorated 2020 EMIP award opportunities.   On average, 20192020 EMIP payments for the continuing NEOs were 18% lower19% higher than the 20182019 EMIP payments, largely due to the increase in the target award opportunity for Mr. Bruno in connection with his promotion and the adjustment made to Ms. Kuhrt’s payout in recognition of her continued responsibilities she managed during 2020 as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. Excluding Mr. Bruno and Ms. Kuhrt, 2020 EMIP payments for the continuing NEOs were 7% higher than the 2019 EMIP payments.   20202021 ANNUAL BONUS (EMIP) AND TOTAL CASH COMPENSATION   The 20202021 EMIP targets for the continuing NEOs, approved in the first quarter of 2020,2021, were established by the Committee in consultation with Korn Ferry, based on our compensation philosophies as well as competitive market data as discussed above. Due to Mr. Bruno’s recent promotion, to bring his EMIP target within the competitive framework, Mr. Bruno received a 2021 target bonus increase of 15.3%. The 2020Committee recognized that Ms. Kuhrt has continued responsibilities as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer. In light of such additional duties, the Committee approved a temporary supplemental target bonus increase of $45,000 for 2021. Overall, excluding Mr. Bruno’s increase and Ms. Kuhrt’s supplemental increase, the 2021 bonus targets were held flat in alignment with Lincoln Electric’s cost-containment initiatives toreflect an increase from the 20192020 target amounts of, on average 5.1%, for the NEOs. The bonus targets still fall within the competitive benchmark and the continuing NEOs remain, on average, slightly below the 65th percentile on targeted total cash compensation.   LONG-TERM INCENTIVE COMPENSATION   We believe that long-term incentive compensation should be provided to focus rewards on factors that deliver long-term sustainability and should be established at the median (or 50th percentile) of the market. We have targeted the median of the market, in keeping with our pay for performance philosophy, because we believe that superior long-term financial growth itself should be the main driver of above-market long-term incentive compensation. We also believe that different financial metrics help drive long-term performance. Therefore, we have established a structure for long-term incentives that combines several different long-term metrics, with the greatest emphasis placed on share appreciation and equity awards. 51 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 52 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T For 2019,2020, our long-term incentive compensation program consist of three components: (1) stock options, (2) RSUs and (3) Performance Shares (LTIP). The value of each is weighted equally. This provides an even balance with respect to the different attributes and timing associated with each type of award. Annual awards of all three components are made to EMIP participants, including the NEOs. A long-term incentive plan (LTIP) has been in place for officers (EMIP participants) since 1997. The LTIP previously paid out in cash, however during 2015, to further align executive interests with our stockholders, the Committee replaced the long-term cash incentive (Cash LTIP) with Performance Shares.   The following is a summary of the three components of our long-term incentive compensation program:program as in effect for 2020:     Standard Vesting Provision Accelerated Vesting Provisions Total Employees Receiving Grant in 20192020 Stock Options ·  Vest ratably over 3 years ·  Full vesting upon death or disability ·  Pro-rata vesting upon retirement ·  In the event of a change in control, if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination, full vesting 24 employees, including NEOs, all EMIP participants and other senior leaders Restricted Stock Units (RSUs) ·  Vest in full after 3 years ·  Full vesting upon death or disability ·  Pro-rata vesting upon retirement ·  In the event of a change in control, if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination, full vesting 488608 employees, including NEOs, all EMIP participants, other senior leaders, managers and significant contributors, regardless of their position within Lincoln Electric Performance Shares ·  Vest based on performance during the applicable 3-year performance period ·  Full vesting at target upon death or disability ·  Pro-rata vesting upon retirement, based on actual performance for the applicable 3-year performance period ·  In the event of a change in control, if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination, a pro-rata portion of the award will vest based on the length of employment during the applicable performance period, at the greater of target or actual performance 15 employees, including NEOs and all EMIP participants   Following an extensivea review of market data, including our peer group, the Committee recommendedapproved certain changes to the terms of our Performance Shares. Commencing with grants made in February 2020, in the event of a change in control, the Performance Shares will vest at target if (i) replacement awards are not provided or (ii) replacement awards are provided and there is a subsequent qualifying termination. This change was made to align with our peers and to streamline the administration of such awards in the event of a change in control. 55 - 66 - During 2020, certain long-tenured employees, including Mr. Blankenship, retired from the Company and did not meet the retirement eligibility criteria in the existing equity award agreements. In connection with Mr. Blankenship’s retirement, based on the recommendation of the Committee, the Board approved treating Mr. Blankenship as retirement eligible, in recognition of his over 32 years of service with the Company. Following these retirements, the Committee reviewed our retirement vesting provisions under our equity awards generally. Following this review of market data, including our peer group, the Committee approved certain changes to the retirement vesting provisions. Commencing with grants made in February 2021, the definition of retirement under our equity awards will be defined to include retirement at the age of 60 and 5 years of service, or at the age of 55 and 15 years of service. In addition, stock options and RSUs will vest in full upon retirement, and Performance Shares will vest in full, based on actual performance for the applicable 3-year performance period. These changes were made to align with our peers and to streamline the administration of such awards upon retirement. It should be noted, however, that neither Mr. Petrella nor Mr. Blankenship benefited from these revisions that became effective with grants made in February 2021. Due to their retirement from the Company during 2020, Mr. Petrella’s unvested equity awards accelerated on a prorated basis pursuant to their original terms, and Mr. Blankenship’s unvested equity awards were accelerated on a prorated basis, based on Board action. The accelerated Performance Shares remain subject to actual performance during the original performance period. For more information about these awards, see the 2020 Grants of Plan-Based Awards table and the Outstanding Equity Awards at 2020 Fiscal Year-End table below.   LONG-TERM INCENTIVE PLAN (LTIP) - PERFORMANCE SHARES   Our long-term incentive compensation program includes a long-term incentive plan (LTIP), in the form of grants of Performance Shares, which is designed to offer award opportunities aligned with the long-term performance of Lincoln Electric. Target share amounts for the plan are set each year at the beginning of a three-year performance cycle based on a 7-day historical average of the stock price, up to and including the grant date. Because awards are made each year and because each award relates to a three-year performance cycle, three different cycles will be running at any point in time. The percentage of the target shares actually paid at the end of the applicable three-year cycle will be based upon achievement of three-year company performance as interpolated against pre-established performance thresholds. Each plan has performance thresholds with percentage payouts attributable to those thresholds ranging from 0% to 200% of target. The Committee retains discretion to modify payments to any participant, to modify targets and/or to modify the performance thresholds (up or down).   PERFORMANCE SHARES FINANCIAL METRICS   Since its inception, the LTIP has used a performance measure of growth in Adjusted Net Income for Compensation Purposes over the three-year cycle. Beginning in 2009, the Committee added a second metric of ROIC for Compensation Purposes and gave these two financial metrics a 50/50 weighting. The awards granted for the 2020 to 2022 performance cycle utilize these same metrics and same weighting, including as described below, just with different goals for the new three-year period.   The Adjusted Net Income for Compensation Purposes metric is an absolute metric. For the 20172018 to 20192020 performance cycle, the growth in Adjusted Net Income for Compensation Purposes over the three-year cycle is based on growth above $217,984,000$248,408,000 (which was the Adjusted Net Income for Compensation Purposes for 20162017 when the 20172018 to 20192020 performance cycle was set). As the 20172018 to 20192020 Performance Share LTIP table demonstrates, to pay 100% of target, Adjusted Net Income for Compensation Purposes over the three-year cycle must be at or above 140% of $217,984,000$248,408,000 (or $305,178,000) $347,771,000).   From time to time, the Committee has considered and approved certain limited adjustments to reported net income (both positive and negative) in determining Adjusted Net Income for Compensation Purposes to evaluate achievement of performance against the thresholds. Each adjustment is reviewed in detail before it is made. The types of adjustments the Committee has considered include: rationalization charges, certain asset impairment charges, the gains and losses on certain transactions including the disposal of certain assets and other special items, which generally align with the special items disclosed in the Adjusted Net Income table in Appendix A. To the extent an adjustment relates to restructuring or rationalization charges that are intended to improve organizational efficiency, a corresponding charge (equal to the adjustment) is amortized against future years’ adjusted net income until that adjustment is fully offset against the intended savings (generally this amortization occurs over a three-year period).   The ROIC for Compensation Purposes metric for the 20172018 to 20192020 performance cycle is a relative value that is derived based on our performance as compared to our proxy peer group (as opposed to an absolute value).   Both the Adjusted Net Income for Compensation Purposes metric and the ROIC for Compensation Purposes metric were set in 2018, prior to the onset of the COVID-19 pandemic. The ability to achieve these goals was impacted by the challenges associated with the COVID-19 pandemic. Notwithstanding the challenging environment, these goals were not modified in response to the COVID-19 pandemic. PERFORMANCE THRESHOLDS   In setting the performance thresholds for a new three-year period (including the 2020 to 2022 performance cycle), the Committee considers various factors, including historical performance against established thresholds, to try to achieve a 50% probability of the target thresholds for any cycle. For the 20172018 to 20192020 Plan, the Committee did not make any modifications to the three-year adjusted net income growth performance thresholds or the three-year average ROIC relative to peer thresholds.   TIMING FOR SETTING PERFORMANCE METRIC GOALS   Performance targets are set at the beginning of the first fiscal year in the cycle. This timing allows the Committee to see our final financial results for the prior year and allows for more current macro-economic projections to be used.   Historical LTIPs.LTIPs. The following is a summary of the historical combined LTIP results for the last five completed LTIP cycles, including the most recently completed cycle (2017(2018 to 2019)2020):   Historical LTIP to Budget (Results for the last five completed LTIP cycles) �� Results Average   98.5%102.5% Highest Level 130.2% Lowest Level   74.3%85.2% 53 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 54 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 20172018 to 20192020 Performance Share LTIP.LTIP. For the 20172018 to 20192020 LTIP cycle, because the Adjusted Net Income for Compensation Purposes performance threshold andwas not met; however, the ROIC for Compensation Purposes performance target werewas exceeded, resulting in payouts werebeing made at 130.2%94.1% of target. The following is a summary of the performance metric goals and results for the most recently completed LTIP cycle (2017(2018 to 2019)2020):     20172018 to 20192020 Performance Share LTIP       Payout Amount 3-Year Adjusted Net Income for Compensation Purposes Growth   3-Year Average ROIC for Compensation Purposes     Payout Amount 3-Year Growth in Adjusted Net Income for Compensation Purposes   3-Year Average ROIC for Compensation Purposes Relative to LECO Peer Group % of Target Absolute LECO Net Income (’000s) Relative to LECO Peer Group % of Target 3-Year Cumulative Growth Rate Absolute LECO Net Income (’000s) %ile Rank in Peer Group ROIC result Threshold   25% 10% $239,782 40th %ile 9.6%   25% 10% $273,249 40th %ile 9.2%   50% 25% $272,480 50th %ile 11.4%   50% 25% $310,510 50th %ile 10.9% Target 100% 40% $305,178 65th %ile 13.5% 100% 40% $347,771 65th %ile 12.3% 150% 60% $348,774 70th %ile 13.6% 150% 60% $397,453 70th %ile 12.8% Maximum 200% 80% $392,371 80th %ile 19.4% 200% 80% $447,134 80th %ile 19.2%   Actual Payout 130.2%94.1%       71.1%0% @ 50% Weighting    35.6%0%       189.3%188.2% @ 50% Weighting 94.6%94.1%     57 - 58 -   As shown above, the current plan cycle contains two metrics, each with a 50% weighting. The growth of Lincoln Electric’s Adjusted Net Income for Compensation Purposes over the three-year period was 31.3%declined 4.1%, which generated a 35.6%0% of target payout for this metric. Lincoln Electric’s three-year average return on invested capital (ROIC) for Compensation Purposes, as compared to its peer group, was at the 78th percentile, which generated a 94.6%188.2% of target payout for this metric. The following chart shows the target and maximum number of shares of common stock that may be issued for the 20172018 to 20192020 Performance Share LTIP based on actual performance. Combining the payouts for both metrics, the resulting final payout for the 20172018 to 20192020 Performance Share LTIP was 130.2%94.1% of the target award opportunity. As previously noted, neither of these metrics were modified specifically in response to the COVID-19 pandemic.     NEO Target Award Opportunity (# of shares) Maximum Award Opportunity Based on Thresholds (# of shares) Actual Performance Share Payout % Actual Award (# of shares) Christopher L. Mapes 14,115 28,230 130.2% 18,377 Vincent K. Petrella   3,235   6,470 130.2%   4,211 George D. Blankenship   2,645   5,290 130.2%   3,443 Steven B. Hedlund   1,490   2,980 130.2%   1,939 Jennifer I. Ansberry   1,410   2,820 130.2%   1,835   NEO Target Award Opportunity (# of shares) Maximum Award Opportunity Based on Thresholds (# of shares) Actual Performance Share Payout % Actual Award (# of shares) Christopher L. Mapes 13,808 27,616 94.1% 12,993 Gabriel Bruno   1,289   2,578 94.1%   1,212 Steven B. Hedlund   1,951   3,902 94.1%   1,835 Jennifer I. Ansberry   1,878   3,756 94.1%   1,767 Michele R. Kuhrt     828   1,656 94.1%     779 Vincent K. Petrella   2,9951   5,990 94.1%   2,818 George D. Blankenship   2,1331   4,226 94.1%   2,007   2019 LONG-TERM INCENTIVE ARRANGEMENTS In evaluating 2019 long-term incentive compensation (at the beginning of 2019), the Committee reviewed 2017 and 2018 compensation versus the competitive benchmarks. The Committee concluded that overall the long-term incentive compensation program for the NEOs was below our 50th percentile target when compared to both survey and peer proxy data. At the February 2019 meeting, the Committee increased 2019 long-term incentive compensation opportunities for the NEOs on average 11%. All of these awards are subject to our Recovery of Funds Policy, which is discussed below. (1) Due to Mr. Petrella’s retirement from the Company in October 2020, Mr. Petrella’s original target 2018-2020 Performance Share award opportunity of 3,222 shares (and maximum 2018-2020 Performance Share award opportunity of 6,444 shares) was prorated based on the portion of the 2018-2020 performance period during which he was actively employed, pursuant to the terms of our Performance Share agreement. Due to Mr. Blankenship’s retirement from the Company in May 2020, Mr. Blankenship’s original target 2018-2020 Performance Share award opportunity of 2,651 shares (and maximum 2018-2020 Performance Share award opportunity of 5,302 shares) was prorated based on the portion of the 2018-2020 performance period during which he was actively employed, as approved by the Board in connection with his retirement. This table reflects actual achievement regarding those prorated 2018-2020 Performance Share award opportunities.   2020 LONG-TERM INCENTIVE ARRANGEMENTS   In evaluating 2020 long-term incentive compensation (at the beginning of 2020), the Committee reviewed 2018 and 2019 compensation versus the competitive benchmarks. The Committee concluded that overall the long-term incentive compensation program for the NEOs was slightly below our 50th percentile target when compared to both survey and peer proxy data. However, similar to base salaryAt the February 2020 meeting, in light of our overall cost-containment initiatives, management did not recommend, and target EMIP bonus,the Committee did not approve, increases for any NEO’s long-term incentive compensation opportunities remained flateffective as of January 1, 2020, with the exception of Ms. Kuhrt. Ms. Kuhrt received an 18.1% increase to bring her long-term incentive compensation opportunity within the competitive framework. All of these awards are subject to our Recovery of Funds Policy, which is discussed below. For more information about the quantity of the 2020 stock option, RSU and Performance Share awards actually granted to the NEOs, see the 2020 Grants of Plan-Based Awards table and the Outstanding Equity Awards at 2020 Fiscal Year-End table (and their related narrative disclosure) below. 2021 LONG-TERM INCENTIVE ARRANGEMENTS In evaluating 2021 long-term incentive compensation (at the beginning of 2021), the Committee reviewed 2019 which keptand 2020 compensation versus the competitive benchmarks. The Committee concluded that overall the long-term incentive compensation program for the continuing NEOs was below our 50th percentile target when compared to both survey and peer proxy data. Due to Mr. Bruno’s and Mr. Hedlund’s recent promotions, to bring each of their long-term incentive compensation within the competitive framework, Mr. Bruno received a 2021 long-term incentive compensation increase of 75.0% and Mr. Hedlund received a 2021 long-term incentive compensation increase of 47.4%. Excluding Mr. Bruno and Mr. Hedlund, the Committee adjusted 2021 long-term incentive compensation opportunities for the continuing NEOs slightly belowon average 34.4%, placing their LTI targets above the 50th percentile.percentile however still within the competitive framework. Valuation of Equity Awards. Beginning with the 2016 grants, for shares under our 2015 Equity and Incentive Compensation Plan, the Committee established setWe use standard valuation methods in order to convert the approved long-term incentive compensation values to shares upon the grant date. These methods consider a 7-day historical average of theour stock price, up to and including the grant date, for RSUs and Performance Shares and the grant date Black-Scholes valuation for stock options.   Normal Cycle and Out-of-Cycle Equity Awards.Awards. The Committee has discretion in awarding grants to EMIP participants and does not delegate its authority to management, nor does management select or influence the award dates. Occasionally, the Committee may approve limited, out-of-cycle special awards for specific business purposes or in connection with executive promotions or the hiring of new executive employees. However, the date used for awards to all EMIP participants, including the continuing NEOs, is the date of a regularly scheduled Committee meeting, which is fixed well in advance and generally occurs at the same time each year.   The Committee has approved delegated authority to the CEO to designate awards through 20202021 to certain employees under the 2015 Equity and Incentive Compensation Plan,our equity plan, subject to specific limits established. The CEO can only grant RSU awards and cannot grant awards to any executive officers, Section 16 officers or greater-than-10% beneficial owners of the Company, and must be granted per the agreements and vesting terms already approved by the Committee.   OTHER ARRANGEMENTS, POLICIES AND PRACTICES   OVERVIEW OF BENEFITS   We intend to provide a competitive group of benefits for all of our employees targeted at the 50th percentile of the market. Some aspects of our benefit programs are considered non-traditional due to their relationship with our pay for performance and incentive-based philosophies. For example, the premiums for Lincoln Electric-provided medical coverage are 100% paid by employees, including the NEOs, on a pre-tax basis. Premiums for dental coverage, which is a voluntary benefit, are also 100% paid by employees. Life insurance coverage paid fully by Lincoln Electric is set at $50,000 per employee, including the NEOs, although employees may purchase additional insurance at their own cost. The NEOs participate in this same cost-sharing approach. We attempt to balance our various non-traditional programs (such as those with a significant portion of the cost borne by the employee) with more traditional programs.   We also provide accidental death and dismemberment benefits to officers, due to the significant amount of travel required in their jobs. Under this program, the premiums of which are paid by the Company, a participant’s beneficiary would receive a payment of five times annual total cash compensation up to a maximum of $3,000,000 for executive officers and $2,000,000 for other officers upon an officer’s accidental death. The policy also provides dismemberment benefits of up to 100% of the death benefit in the event an officer is permanently and totally disabled as a result of an accident, and it provides for medical evacuation coverage in the event of an accident.   PERQUISITES   Consistent with our pay for performance philosophy, we offer limited perquisites. We pay for an annual physical for officers and other senior management to preserve our investment in them by encouraging them to maintain healthy lifestyles and be proactive in preventative care. We also make available financial planning services to certain officers, enabling them to concentrate on business matters rather than on personal financial planning. However, the cost of these financial planning services is included in the income of the participants. We also pay the cost of certain club dues for some officers to encourage social interaction with peers from other companies, local leadership in the community and to provide the ability to hold business meetings at a convenient offsite location. All personal expenses are borne entirely by the executive and the club dues are included in the income of the participants. Initiation fees for club memberships are paid by the executive. Different perquisites are provided from time to time to non-U.S. based executives; however, they are customary and reasonable in nature and amount relative to local market practices (for example, a car lease).   5559 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     5660 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   RETIREMENT PROGRAMS   Retirement benefits are provided to our NEOs through the following programs:   The Lincoln Electric Company Retirement Annuity Program (RAP) · This defined benefit pension plan was frozen to new entrants effective January 1, 2006 (no new employees eligible to join the RAP after January 1, 2006; eligible employees participate in The Lincoln Electric Company Employee Savings Plan described below) · Benefit accruals frozen effective as of December 31, 2016 (participants will not earn any additional benefits under the RAP after December 31, 2016) · Estimated retirement benefits under the RAP for the NEOs that are shown in the Pension Benefits Table are based on an NEO’s frozen benefit under the RAP as of December 31, 2019 This defined benefit pension plan was frozen to new entrants effective January 1, 2006 (no new employees eligible to join the RAP after January 1, 2006; eligible employees participate in The Lincoln Electric Company Employee Savings Plan described below) Benefit accruals frozen effective as of December 31, 2016 (participants will not earn any additional benefits under the RAP after December 31, 2016) The RAP was terminated as of December 31, 2020; distribution of pension plan assets in the form of lump sum payments and the purchase of a group annuity contract from a highly rated insurance company is expected to occur in late 2021 Estimated retirement benefits under the RAP for the NEOs that are shown in the Pension Benefits Table are based on an NEO’s frozen benefit under the RAP as of December 31, 2020 and reflect the plan termination   The Lincoln Electric Company Employee Savings Plan (401(k) Plan) · All of the NEOs deferred amounts under the 401(k) Plan in 2019 · Each eligible employee of The Lincoln Electric Company and certain affiliate companies is eligible to receive up to 6% of annual compensation in Company Contributions through: · matching employer contributions equal to 100% of before-tax contributions made to the 401(k) Plan, but not in excess of 3% of annual compensation; and · automatic employer contributions equal to 3% of annual compensation · Matching and automatic contributions are 100% vested when made · Certain employees affected by the RAP freeze (described above) are also eligible to receive employer contributions equal to 6% of annual compensation for a minimum period of five years, up to the end of the year in which they complete 30 years of service All of the NEOs deferred amounts under the 401(k) Plan in 2020 Each eligible employee of The Lincoln Electric Company and certain affiliate companies is eligible to receive up to 6% of annual compensation in Company Contributions through: matching employer contributions equal to 100% of before-tax contributions made to the 401(k) Plan, but not in excess of 3% of annual compensation; and automatic employer contributions equal to 3% of annual compensation Matching and automatic contributions are 100% vested when made Certain employees affected by the RAP freeze (described above) are also eligible to receive employer contributions equal to 6% of annual compensation for a minimum period of five years, up to the end of the year in which they complete 30 years of service   Supplemental Executive Retirement Plan (SERP) · Frozen to new entrants since 2005 · Effective as of December 1, 2016, the value of the frozen accrued vested benefit of each SERP participant was converted to a notional balance, calculated by projecting to December 31, 2016 the participant’s SERP benefit and calculating the present value of that projected benefit · Participants’ account balances are credited with earnings, gains and losses in accordance with each participant’s investment elections which will be made in a manner similar to that undertaken by participants in the Amended and Restated 2005 Deferred Compensation Plan for Executives Frozen to new entrants since 2005 Effective as of December 1, 2016, the value of the frozen accrued vested benefit of each SERP participant was converted to a notional balance, calculated by projecting to December 31, 2016 the participant’s SERP benefit and calculating the present value of that projected benefit Participants’ account balances are credited with earnings, gains and losses in accordance with each participant’s investment elections which will be made in a manner similar to that undertaken by participants in the Amended and Restated 2005 Deferred Compensation Plan for Executives   Restoration Plan · Created effective January 1, 2017, this unfunded plan is maintained primarily for the purpose of providing deferred compensation for eligible employees whose annual compensation is expected to be in excess of the Internal Revenue Code limit on compensation (Code Limit) applicable to the 401(k) Plan · Each participant’s account is credited each year with deferred amounts generally as follows: · matching employer contributions equal to 3% of annual compensation in excess of the Code Limit; and · non-elective employer contributions equal to 3% of annual compensation in excess of the Code Limit · All amounts deferred are fully vested at all times · Certain employees affected by the RAP freeze are also eligible to receive employer contributions equal to 6% of annual compensation in excess of the Code Limit for a minimum period of five years, up to the end of the year in which they complete 30 years of service · Upon a separation from service prior to age 55, distribution of the account will be made in a single lump sum on the first business day of the seventh month immediately following the separation from service · Upon a separation from service on or after age 55, distribution of the account will be made or commence on the first business day of the seventh month immediately following the separation from service in the form of (1) a single lump sum payment; or (2) substantially equal annual installments over a period of at least two but not more than 15 years, as elected · All NEOs participated in the Restoration Plan in 2019 Created effective January 1, 2017, this unfunded plan is maintained primarily for the purpose of providing deferred compensation for eligible employees whose annual compensation is expected to be in excess of the Internal Revenue Code limit on compensation (Code Limit) applicable to the 401(k) Plan Each participant’s account is credited each year with deferred amounts generally as follows: matching employer contributions equal to 3% of annual compensation in excess of the Code Limit; and non-elective employer contributions equal to 3% of annual compensation in excess of the Code Limit All amounts deferred are fully vested at all times Certain employees affected by the RAP freeze are also eligible to receive employer contributions equal to 6% of annual compensation in excess of the Code Limit for a minimum period of five years, up to the end of the year in which they complete 30 years of service Upon a separation from service prior to age 55, distribution of the account will be made in a single lump sum on the first business day of the seventh month immediately following the separation from service Upon a separation from service on or after age 55, distribution of the account will be made or commence on the first business day of the seventh month immediately following the separation from service in the form of (1) a single lump sum payment; or (2) substantially equal annual installments over a period of at least two but not more than 15 years, as elected All NEOs participated in the Restoration Plan in 2020 Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan) · Participants can defer current income on a pre-tax basis, receiving tax-deferred returns on those deferrals · Up to 80% of base salary and/or annual bonus can be deferred · Up to 100% of RSUs or Performance Shares can be deferred · For cash deferrals, 27 total investment options available, 26 of which mirror the funds available under the 401(k) Plan, plus the Moody’s Corporate Bond Average Index (which provides “above market” earnings as reported in the Summary Compensation Table) · RSUs and Performance Shares that are deferred are deemed invested in a Lincoln Electric Stock fund; these deferrals can be reallocated to other investment options on the later of 6 months after the date on which the amounts are allocated to the participant’s account or the date the participant has satisfied his or her stock ownership guidelines · Plan includes a recovery of funds provision consistent with the requirements of Dodd Frank · Distributions are permitted in the event of a separation from service, disability, death, change in control or unforeseeable emergency · Distributions can also be made at a specified time or under a fixed schedule · Distributions may be made in a lump-sum, or by payment in five, ten or fifteen annual installments · As of December 31, 2019, there were 12 active employee participants in the Top Hat Plan Participants can defer current income on a pre-tax basis, receiving tax-deferred returns on those deferrals Up to 80% of base salary and/or annual bonus can be deferred; and Up to 100% of RSUs or Performance Shares can be deferred For cash deferrals, 27 total investment options available, 26 of which mirror the funds available under the 401(k) Plan, plus the Moody’s Corporate Bond Average Index (which provides “above market” earnings as reported in the Summary Compensation Table) RSUs and Performance Shares that are deferred are deemed invested in a Lincoln Electric Stock fund; these deferrals can be reallocated to other investment options on the later of 6 months after the date on which the amounts are allocated to the participant’s account or the date the participant has satisfied his or her stock ownership guidelines Plan includes a recovery of funds provision consistent with the requirements of Dodd-Frank Distributions are permitted in the event of a separation from service, disability, death, change in control or unforeseeable emergency Distributions can also be made at a specified time or under a fixed schedule Distributions may be made in a lump-sum, or by payment in five, ten or fifteen annual installments As of December 31, 2020, there were 12 active employee participants in the Top Hat Plan     More information on these programs can be found in the 20192020 Pension Benefits section and 20192020 Deferred Compensation Benefits section.   CHANGE IN CONTROL ARRANGEMENTS   We have entered into (or were a party to) change in control agreements with all of our NEOs. The agreements are designed generally to help assure continued management in the event of a change in control of Lincoln Electric.   The change in control agreements are operative only if a change in control occurs and payments are made if the officer’s employment is terminated (or if the officer terminates employment due to certain adverse employment changes). The agreements provide our NEOs with the potential for continued employment following a change in control, which helps to retain these executives and provide for management continuity in the event of an actual or threatened change in control of Lincoln Electric. They also help ensure that our executives’ interests remain aligned with shareholders’ interests during a time when their continued employment may be in jeopardy. For a more detailed discussion of our change in control agreements, see Termination and Change in Control Arrangements below. Outside of these change in control agreements, we do not maintain written employment or other severance agreements for U.S.-based employees.   RECOVERY OF FUNDS POLICY   We have adopted a Recovery of Funds Policy (clawback policy) consistent with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Our policy is more extensive than what Dodd-Frank requires and is applicable to all of our officers, including our NEOs. The policy applies in the event that there is an accounting restatement involving our financial statements due to material non-compliance with the financial reporting requirements under the U.S. federal securities laws. The policy applies to both current and former officers and covers incentive compensation received by the officers in the 3-year period prior to the restatement.   Awards of incentive compensation would include annual bonus payments, stock option awards, restricted stock awards, RSUs, and Performance Shares, unless Dodd-Frank regulations provide otherwise. Under the policy, in the event of an accounting restatement of our financial statements, the Committee would review all incentive compensation received during the 3-year covered period and would seek recovery of the amount of incentive compensation paid in excess of what would have been paid if the accounts had been properly stated. We believe that this policy is in the best interests of Lincoln Electric and its shareholders.   ANTI-HEDGING/PLEDGING POLICY   Consistent with our philosophy to encourage long-term investment in our common stock, our Directors, executive officers and certain other employees are prohibited from engaging in any speculative transactions involving our securities, including buying or selling puts or calls, or engaging in any derivative or hedging transaction that has the effect of limiting or hedging   5761 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     5862 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   economic exposure with respect to such person’s position in our securities, short sales and margin purchases. In addition, our insider trading policy prohibits future pledging of Lincoln Electric securities by our Directors, executive officers and certain other employees. There are no pledges of our common stock in place for any of our Directors or executive officers.   STOCK OWNERSHIP GUIDELINES   In keeping with our philosophy that officers should maintain an equity interest in Lincoln Electric, we have stock ownership guidelines for officers. The guidelines were reviewed in 2019 and the executive group designations were updated based on a review of our peer group. Under the current guidelines, our officers are required to own and hold a certain number of our common shares, currently at the levels set forth in the table below:   Executive Group Ownership Guideline Chief Executive Officer1 5 times base salary Executive Vice Presidents2 3 times base salary Senior Vice Presidents and all other Executive Officers3 2 times base salary   (1) Mr. Mapes. (2) Includes Messrs. Petrella, Blankenship,Bruno, and Hedlund and Ms.Mses. Ansberry and Kuhrt as well as 31 other officers.officer. (3) Includes other EMIP participants.   Each officer has five years to satisfy his or her applicable stock ownership guideline. An officer must satisfy the applicable stock ownership guideline before he or she is permitted to sell shares, including shares issued as a result of RSUs vesting or Performance Shares vesting (other than shares withheld to cover taxes) and shares obtained from the exercise of stock options (other than shares withheld to cover exercise cost and taxes). Unless an officer is promoted into a higher guideline level, the stock ownership guideline will reset every 5 years utilizing updated base pay and stock price information. RSU awards count towards an officer’s stock ownership amount, however common shares underlying stock options, Performance Shares and shares held in another person’s name (including a relative) do not. As of December 31, 2019,2020, all of our continuing NEOs met the applicable stock ownership guideline, with the exception of Ms. Ansberry, who is on target to meet her guidelines by the end of her respective five-year period.guideline.   DEDUCTIBILITY OF COMPENSATION   Our general philosophy has historically been to qualify future compensation for tax deductibility wherever applicable and appropriate. Qualification is sought to the extent practicable and only to the extent that it is consistent with our overall compensation objectives. Although a portion of the amount we recorded as compensation to Messrs. Mapes, Blankenship and Hedlundour NEOs in 20192020 was non-deductible, this doesdid not cause substantialhave a significant impact to our income tax position. All of the compensation paid to the other NEOs during 2019 was tax deductible by Lincoln Electric for federal income tax purposes.   As part of the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”), the ability to rely on the performance-based compensation exception under Section 162(m) of the U.S. Internal Revenue Code (“Section 162(m)”) was generally eliminated, and the limitation on deductibility generally was expanded to include all NEOs.NEOs (as well as certain former officers). As a result of the Tax Reform Act, going forwardafter 2017 and subject to certain grandfathered provisions, we willare no longer be able to deduct any compensation paid to our NEOs in excess of $1 million. The Committee continues to assess the impact of the amendments to Section 162(m) to determine what adjustments to our executive compensation practices, if any, it considers appropriate. COMPENSATION COMMITTEE REPORT   The Compensation and Executive Development Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with our management and, based on this review and discussion, recommends that it be included in our Annual Report on Form 10-K for the year ended December 31, 20192020 and this Proxy Statement.   By the Compensation &and Executive Development Committee: William E. MacDonald, III, Chair Michael F. Hilton Kathryn Jo Lincoln Phillip J. Mason Hellene S. Runtagh Kellye L. Walker   5963 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     6064 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   EXECUTIVE COMPENSATION TABLES     Summary of 20192020 Compensation Elements           Purpose   Competitive Target   Financial Metrics Used When the 20192020 Amount Was Set The Period to Which the Amount Relates Where Reported in the SCT1 Short-Term Base Pay Rewards responsibility, experience and individual performance Below Market — Beginning of 20192020 20192020 Salary column Annual Bonus (EMIP) Rewards strong annual financial results and individual performance Above Market (target total cash compensation) EBITB and AOWC/Sales2 Beginning of 20192020 20192020 Performance Non-Equity Incentive Plan Compensation column Long-Term Stock Options Rewards the creation of shareholder value   At Market Share Price Appreciation Beginning of 20192020 20192020 Based Award Option Awards column RSUs Rewards the creation of shareholder value and strong long-term financial results Share Price Appreciation Beginning of 20192020 20192020 Based Award Stock Awards column Performance Shares Rewards the creation of long-term growth and the efficient use of capital Adjusted Net Income2 Growth and ROIC2 Beginning of 20192020 20192020 through 20212022 Performance Stock Awards column Both Benefits other than Pension Includes 401(k) contributions, Restoration Plan contributions, insurance and standard expatriate benefits At Market — Various 20192020 All Other Compensation column Pension Benefits3 Includes RAP and above-market earnings in the Top Hat Plan and Restoration Plan — Various For RAP, shows changes in 2019.2020. For above-market earnings, shows 20192020 amounts Change in Pension Value and Nonqualified Deferred Compensation Earnings column Perquisites Meets specific business needs—includes financial planning, annual physical and certain club dues — Various 20192020 All Other Compensation column   (1) Summary Compensation Table. (2) Financial metrics used for compensation purposes are defined in Appendix A. (3) The SERP, effective November 30, 2016, and the RAP, effective December 31, 2016, were amended to cease all future benefit accruals. 0219 2020 Summary Compensation Table   This table details total compensation paid tofor our NEOs for 2020 and, where required, 2019 2018 and 2017.2018.   Name and Principal Position Year Salary ($) Stock Awards ($)1   Option Awards ($)1 Non-Equity Incentive Plan Compensation ($)2 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)3   All Other Compensation ($)4 Total ($) Year Salary ($) Stock Awards ($)1 Option Awards ($)1 Non-Equity Incentive Plan Compensation ($)2 Change in Pension Value and Nonqualified Deferred Compensation Earnings($)3 All Other Compensation ($)4 Total($) Christopher L. Mapes Chairman, President and Chief Executive Officer 2019 1,000,0005 2,670,534 1,333,333 1,718,8305    51,059 208,213 6,981,969 2020 1,000,000 2,583,316 1,333,335 1,868,760 100,170 191,955 7,077,536 2018   965,000 2,504,772 1,250,009 2,057,400    36,779 204,946 7,018,906 2019 1,000,000 2,670,534 1,333,333 1,718,830   51,059 208,213 6,981,969 2017   935,000 2,408,020 1,199,989 2,928,906    33,446 187,102 7,692,463 2018    965,000 2,504,772 1,250,009 2,057,400   36,779 204,946 7,018,906 Vincent K. Petrella Executive Vice President, Chief Financial Officer and Treasurer 2019   553,3505    690,540    344,748    633,2505 268,848 176,430 2,667,166 2018   500,000    584,470    291,664    729,600    33,485 173,595 2,312,814 2017   485,000 1,053,455    275,030    952,004 169,120 195,137 3,129,746 George D. Blankenship Executive Vice President, President, Americas Welding 2019   515,000    530,816    265,008    538,798 228,095 150,569 2,228,286 2018   500,000    480,892    240,008    677,835    30,101 155,650 2,084,486 2017   500,000    451,238    225,009    869,759 147,410 142,285 2,335,701 Steven B. Hedlund Executive Vice President, President, International Welding 2019   425,000    410,538    204,998    399,825         — 426,711 1,867,072 2018   395,000    403,978    176,668    518,796         — 393,691 1,888,133 2017   370,381    356,226    227,608    516,011         — 267,134 1,737,360 Gabriel Bruno Executive Vice President, Chief Financial Officer and Treasurer 2020    364,500    518,648    116,661    419,362 185,194   94,298 1,698,663 2019     2018     Steven B. Hedlund Executive Vice President, Americas and International Welding 2020    427,500    601,608    205,007    428,765         — 643,190 2,306,070 2019    425,000    410,538    204,998    399,825         — 426,711 1,867,072 2018    395,000    403,978    176,668    518,796         — 393,691 1,888,133 Jennifer I. Ansberry Executive Vice President, General Counsel and Secretary 2019   411,730    355,882    177,656    375,602    67,829 112,493 1,501,192 2020    411,730    344,180    177,650    399,073   56,384 109,606 1,498,623 2018   394,000    390,736    170,009    444,312         — 104,420 1,503,477 2019    411,730    355,882    177,656    375,602   67,829 112,493 1,501,192 2017   325,000    322,041    119,981    386,111    38,803 67,419 1,259,355 2018    394,000    390,736    170,009    444,312         — 104,420 1,503,477 Michele R. Kuhrt Executive Vice President, Chief Human Resources Officer 2020    343,000    341,400    113,674    420,841 253,353   78,863 1,551,131 2019     2018     Vincent K. Petrella (retired) Former Executive Vice President, Chief Financial Officer and Treasurer 2020      440,1645    667,922      344,7445    508,045 251,949 153,655 2,366,479 2019    553,350    690,540    344,748    633,250 268,848 176,430 2,667,166 2018    500,000    584,470    291,664    729,600   33,485 173,595 2,312,814 George D. Blankenship (retired) Former Executive Vice President, President, Americas Welding 2020    256,179   1,130,0866      326,7057    206,455 168,756 107,078 2,195,259 2019    515,000    530,816    265,008    538,798 228,095 150,569 2,228,286 2018    500,000    480,892    240,008    677,835   30,101 155,650 2,084,486   (1) The amounts reported for 20192020 reflect the grant date fair value under FASB ASC Topic 718 for the RSU, Performance Share and stock option awards in 2019.2020. The awardgrant date fair value disclosed for Performance Share awards is based on target performance. Assumptions used in the calculation of these amounts are included in footnote 10 to our audited financial statements for the fiscal year ended December 31, 20192020 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2020.19, 2021. In connection with Mr. Petrella’s retirement, he forfeited 16,889 stock option awards from his 2020 award (reflecting $269,717 in the Option Awards column). In connection with Mr. Blankenship’s retirement, he forfeited 15,053 stock option awards from his 2020 award (reflecting $240,396 in the Option Awards column). The amounts shown for stock awards for 20192020 represent RSU awards as follows: Mr. Mapes $1,335,267,$1,291,658, Mr. Bruno $405,625, Mr. Hedlund $402,988, Ms. Ansberry $172,090, Ms. Kuhrt, $231,245, Mr. Petrella $345,270,$333,961 and Mr. Blankenship $265,408, Mr. Hedlund $205,269, and Ms. Ansberry $177,941.$256,700. The amounts shown also include performance sharesPerformance Shares as follows: Mr. Mapes $1,335,267,$1,291,658, Mr. Bruno $113,023, Mr. Hedlund $198,620, Ms. Ansberry $172,090, Ms. Kuhrt, 110,155, Mr. Petrella $345,270,$333,961 and Mr. Blankenship $265,408,$256,700. In connection with Mr. Hedlund $205,269,Petrella’s retirement, he forfeited 2,911 RSUs and Ms. Ansberry $177,941.2,746 Performance Shares from his 2020 awards (reflecting $507,037 in the Stock Awards column). In connection with Mr. Blankenship’s retirement, he forfeited 2,595 RSUs and 2,469 Performance Shares from his 2020 awards (reflecting $453,886 in the Stock Awards column). 65 - 66 - The maximum Performance Share award amount with respect to each of the named executive officersNEOs for 20192020 is shown in the table below. The amounts reported reflect the grant date fair value under FASB ASC Topic 718 for the Performance Share awards based on maximum performance.   Name   Year Maximum Payout (# of Performance Shares) Maximum Grant Date Fair Value Payout Year Maximum Payout (# of Performance Shares) Maximum Grant Date Fair Value Payout Christopher L. Mapes 2019 30,196 $2,670,534 2020 28,822 $2,583,316 Vincent K. Petrella 2019   7,808 $   690,540 George D. Blankenship 2019   6,002 $   530,817 Gabriel Bruno 2020   2,522 $    226,047 Steven B. Hedlund 2019   4,642 $   410,538 2020   4,432 $    397,240 Jennifer I. Ansberry 2019   4,024 $   355,883 2020   3,840 $    344,179 Michele Kuhrt 2020   2,458 $    220,311 Vincent K. Petrella (retired) 2020   7,452 $    667,923 George D. Blankenship (retired) 2020   5,728 $    513,401 (2) The amounts shown for 20192020 represent payments under our annual bonus (EMIP). 61 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 62 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T (3) The amounts shown for 20192020 represent the difference in earnings under the Moody’s Corporate Bond Index fund in our Top Hat Plan and SERP and a hypothetical rate, and reflect the increase in actuarial value under the RAP.   2019 INCREASE IN PENSION VALUE & PREFERENTIAL EARNINGS (TOP HAT PLAN AND SERP) 2020 INCREASE IN PENSION VALUE & PREFERENTIAL EARNINGS (TOP HAT PLAN AND SERP) 2020 INCREASE IN PENSION VALUE & PREFERENTIAL EARNINGS (TOP HAT PLAN AND SERP) Name RAP($) Difference in 2019 Earnings Credited in the Top Hat Plan and SERP($) Moody’s Corporate Bond Index Earnings($) Hypothetical Market Rate($)* RAP($) Difference in 2020 Earnings Credited in the Top Hat Plan and SERP($) Moody’s Corporate Bond Index Earnings($) Hypothetical Market Rate($)* Christopher L. Mapes          — 51,059 213,237 162,178          — 100,170 214,666 114,496 Vincent K. Petrella 221,098 47,750 199,506 151,756 George D. Blankenship 189,185 38,910 163,275 124,365 Gabriel Bruno 184,812        382        782        400 Steven B. Hedlund          —        —          —          —          —          —          — Jennifer I. Ansberry   67,829        —          —   56,384          —         —          — Michele R. Kuhrt 253,353          —         —          — Vincent K. Petrella (retired) 173,984    77,965 168,871   90,906 George D. Blankenship (retired) 114,421    54,335 122,863   68,528   * This rate is specified by the SEC rules for proxy disclosure purposes and is based on 120% of the applicable federal long-term rate, compounded monthly for 2019.2020.   (4) The amounts shown for 20192020 are comprised of the following:     20192020 ALL OTHER COMPENSATION   Other Benefits and Perquisites*   Other Benefits and Perquisites*   Name Company Retirement Contributions ($)a Travel Insurance Premiums ($) Financial Planning ($) Physical Examination ($) Club Dues ($) Spousal Travel ($) Standard Expatriate Benefits ($)b Total All Other Compensation ($) Company Retirement Contributions ($)a Travel Insurance Premiums ($) Financial Planning ($) Physical Examination ($) Club Dues ($) Spousal Travel ($) Standard Expatriate Benefits ($)b Total All Other Compensation ($) Christopher L. Mapes 183,444 714 7,643 2,543 13,869     —         — 208,213 163,130 834 12,846 1,752 13,393    —          — 191,955 Vincent K. Petrella 153,954 714 7,643 3,000 11,119     —         — 176,430 George D. Blankenship 143,140 714 5,583     —       — 1,132         — 150,569 Gabriel Bruno   81,972 834 11,492      —        —    —          —   94,298 Steven B. Hedlund 56,628 714 5,583     —       —     — 363,786 426,711   49,640 834 11,350      —   4,139    — 577,227 643,190 Jennifer I. Ansberry 102,725 714 8,318     —       — 736         — 112,493   94,480 834 14,292      —        —    —          — 109,606 Michele R. Kuhrt   77,433 834       —      —        — 596          —   78,863 Vincent K. Petrella (retired) 128,810 834 12,917      — 11,094    —          — 153,655 George D. Blankenship (retired)   95,397 834 10,075      —        — 772          — 107,078   *The methodology for computing the aggregate incremental cost for the amounts is below: * The methodology for computing the aggregate incremental cost for the amounts is below: (a) Includes amounts contributed to both the 401(k) Plan and the Restoration Plan. (b) The expatriate benefits shown relate to Mr. Hedlund’s current international assignment and are provided to all U.S. employees who take an international assignment. Amounts are converted to U.S. dollars on a monthly basis based on a month-end conversion price, in local currency, as reported by Bloomberg. The conversion price for Pound Sterling was between £1.22£1.23 to £1.33£1.34 to $1.00 during the period in 20192020 that Mr. Hedlund was receiving expatriate benefits. Mr. Hedlund’s international assignment included housing, education, taxes and standard allowances related to relocation and other assignment payments under our standard expatriate package for all employees. The portion of such amount that relates to tax equalization payments is $142,728.$206,652. (5) Mr. MapesPetrella deferred 25% of his 20192020 base salary and 25%50% of his 20192020 EMIP bonus under our Top Hat Plan. (6) This amount represents (a) the grant date fair value of RSUs and Performance Shares granted to Mr. Petrella deferred 25%Blankenship in February 2020 totaling $513,400, of which $453,886 relates to awards forfeited in connection with his retirement from the Company, and (b) the incremental fair value, calculated in accordance with SEC disclosure rules, associated with the Committee’s modifications to outstanding 2018, 2019 base salary and 50%2020 RSU and Performance Share awards held by Mr. Blankenship totaling $616,686, which awards were modified in connection with Mr. Blankenship’s retirement. The modification value does not represent or reflect additional awards granted to Mr. Blankenship. For more information on these awards, see “Long-Term Incentive Compensation,” the 2020 Grants of Plan-Based Awards table, the Outstanding Equity Awards at 2020 Fiscal Year-End table and “Payments in Connection with Mr. Blankenship’s Retirement”. (7) This amount represents (a) the grant date fair value of stock option awards granted to Mr. Blankenship in February 2020 totaling $265,006, of which $240,396 relates to awards forfeited in connection with his retirement from the Company, and (b) the incremental fair value, calculated in accordance with SEC disclosure rules, associated with the Committee’s modifications to outstanding 2018, 2019 EMIP bonus under our Top Hat Plan.and 2020 stock option awards held by Mr. Blankenship totaling $61,699, which awards were modified in connection with Mr. Blankenship’s retirement. The modification value does not represent or reflect additional awards granted to Mr. Blankenship. For more information on these awards, see “Long-Term Incentive Compensation,” the 2020 Grants of Plan-Based Awards table, the Outstanding Equity Awards at 2020 Fiscal Year-End table and “Payments in Connection with Mr. Blankenship’s Retirement”. 67 - 68 - 2019 2020 Grants of Plan-Based Awards   The following table provides information relating to plan-based awards granted in 20192020 to our NEOs.   Name Grant Type Grant Date Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1 Estimated Future Payouts Under Equity Incentive Plan Awards2 All Other Stock Awards: Number of Shares of Stock or Units (#)3 All Other Option Awards: Number of Securities Underlying Options (#)4 Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($)5 Threshold ($) Target ($) Max ($) Threshold (#) Target (#) Max (#) Christopher L. Mapes EMIP 2/18/2019 0 1,450,000 2,610,000               Options 2/18/2019               76,365 $88.44 1,333,333 RSUs 2/18/2019             15,098     1,335,267 PSUs 2/18/2019       0 15,098 30,196       1,335,267 Vincent K. Petrella EMIP 2/18/2019 0 515,550 927,990               Options 2/18/2019               19,745 $88.44   344,748 RSUs 2/18/2019             3,904       345,270 PSUs 2/18/2019       0 3,904 7,808         345,270 George D. Blankenship EMIP 2/18/2019 0 460,000 828,000               Options 2/18/2019               15,178 $88.44   265,008 RSUs 2/18/2019             3,001       265,408 PSUs 2/18/2019       0 3,001 6,002         265,408 Steven B. Hedlund EMIP 2/18/2019 0 375,000 675,000               Options 2/18/2019               11,741 $88.44   204,998 RSUs 2/18/2019             2,321       205,269 PSU 2/18/2019       0 2,321 4,642         205,269 Jennifer I. Ansberry EMIP 2/18/2019 0 319,770 575,586               Options 2/18/2019               10,175 $88.44   177,656 RSUs 2/18/2019             2,012       177,941 PSUs 2/18/2019       0 2,012 4,024         177,941 Name Grant Type Grant Date Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1 Estimated Future Payouts Under Equity Incentive Plan Awards2 All Other Stock Awards: Number of Shares of Stock or Units (#)3 All Other Option Awards: Number of Securities Underlying Options (#)4 Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($)5 Threshold [$] Target [$] Maximum [$] Threshold [#] Target [#] Maximum [#] Christopher L. Mapes EMIP 2/19/2020 0 1,450,000 2,610,000               Options 2/19/2020               83,490 $89.63 1,333,335 RSUs 2/19/2020             14,411     1,291,658 PSUs 2/19/2020       0 14,411 28,822       1,291,658 Gabriel Bruno EMIP 2/19/2020 0    330,623 595,121               Options 2/19/2020                 7,305 $89.63    116,661 RSUs 2/19/2020               1,261        113,023 PSUs 2/19/2020       0   1,261   2,522          113,023 RSUs 4/21/2020               4,027        292,602 Steven B. Hedlund EMIP 2/19/2020 0    377,500 679,500               Options 2/19/2020               12,837 $89.63    205,007 RSUs 2/19/2020               2,216        198,620 PSUs 2/19/2020       0   2,216   4,432          198,620 RSUs 10/20/2020               2,004        204,368 Jennifer I. Ansberry EMIP 2/19/2020 0    319,770 575,586               Options 2/19/2020               11,124 $89.63    177,650 RSUs 2/19/2020               1,920        172,090 PSUs 2/19/2020       0   1,920   3,840          172,090 Michele R. Kuhrt EMIP 2/19/2020 0    255,000 459,000               Options 2/19/2020                 7,118 $89.63    113,674 RSUs 2/19/2020               1,229        110,155 RSUs 2/19/2020               1,351        121,090 PSUs 2/19/2020       0   1,229   2,458          110,155 Vincent K. Petrella (retired) EMIP 2/19/2020 0    515,550 927,990               Options 2/19/2020               21,587 $89.63    344,744 RSUs 2/19/2020               3,726        333,961 PSUs 2/19/2020       0   3,726   7,452          333,961 George D. Blankenship (retired) EMIP 2/19/2020 0    460,000 828,000               Options 2/19/2020               16,594 $89.63    265,006 RSUs 2/19/2020               2,864        256,700 PSUs 2/19/2020       0   2,864   5,728          256,700 Modified Equity Awards                        678,3856 (1) The performance-based amounts shown represent the range of cash payouts (from zero to the maximum amount listed) for 20192020 under the EMIP. The amounts reported for Messrs. Petrella and Blankenship are based on their original grant opportunities, not final prorated opportunities. Payments are based on the achievement of company financial performance and the NEO’s individual performance. Target awards are set by the Compensation and Executive Development Committee in the first quarter each year. Actual payment amounts are determined by the Committee in the first quarter of the following year. The targets shown above are pursuant to the EMIP matrix for 20192020 (which allows for potential payouts of up to 180% of target), which is reflected in the CD&A. The Committee adjusted Mr. Bruno’s target award in connection with his appointment as EVP, Chief Financial Officer and Treasurer and Mr. Hedlund’s target award in connection with his appointment as EVP, President Americas and International Welding – amounts reported for Messrs. Bruno and Hedlund reflect their as adjusted opportunities. (2) These columns show the potential number of shares of our common stock to be paid out to our NEOs under our Performance Shares (PSUs) at threshold, target orand maximum performance. The amounts reported for Messrs. Petrella and Blankenship are based on their original grant opportunities, not final prorated opportunities. The measures and potential payouts are described in more detail in the CD&A. The grant date fair value, based on target performance for PSUs, is included in the "Stock Awards"“Stock Awards” column of the Summary Compensation Table. The PSUs generally vest based on performance during the applicable performance period. Dividend equivalents are sequestered by us until the shares underlying the PSUs are distributed, at which time the dividend equivalents are paid in cash. The dividend rate for dividend equivalents paid on the PSUs to the NEOs is the same as for all other shareholders (in other words, it is not preferential). Recipients of PSUs who participate in our EMIP bonus program (which includes all of the NEOs) are eligible to elect to defer all or a portion of their PSUs under our Top Hat Plan–see the 20192020 Nonqualified Deferred Compensation section for a description of this plan. (3) The amounts reported for Messrs. Petrella and Blankenship are based on their original grants, not final prorated awards. The RSUs generally vest upon the recipient remaining in continuous employment for three years from the date of grant. Upon vesting, the RSUs are paid out solely in our common stock (there is no cash option). Dividend equivalents are sequestered by us until the shares underlying the RSUs are distributed, at which time the dividend equivalents are paid in cash. The dividend rate for dividend equivalents paid on the RSUs to the NEOs is the same as for all other shareholders (in other words, it is not preferential). Recipients of RSUs who participate in our EMIP bonus program (which includes all of the NEOs) are eligible to elect to defer all or a portion of their RSUs under our Top Hat Plan–see the 20192020 Nonqualified Deferred Compensation section for a description of this plan. With respect to the award of RSUs to Mr. Bruno on April 21, 2020, the Committee approved an additional award equal in value to $300,000 in connection with his appointment as EVP, Chief Financial Officer and Treasurer. With respect to the award of RSUs to Mr. Hedlund on October 20, 2020, the Committee approved an additional award equal in value to $200,000 in connection with his appointment as EVP, President Americas and International Welding. With respect to the supplemental award of RSUs to Ms. Kuhrt on February 19, 2020, the Committee approved an award equal in value to $125,000 in recognition of the responsibilities she managed as the acting Chief Information Officer, in addition to her duties as the Chief Human Resources Officer during 2019. (4) The amounts reported for Messrs. Petrella and Blankenship are based on their original grants, not final prorated awards. The stock options were granted at the closing price of our common shares on the date of the grant. All stock options are non-qualified for tax purposes. We value stock options using the Black-Scholes valuation method. The stock options generally vest over a three-year period (in equal annual increments). All stock options have 10-year terms. (5) The amounts shown represent the full value of the RSU awards, the stock option grants and the target value for the PSU awards calculated in accordance with FASB ASC Topic 718 as of the date of the grant. The actual amount, if any, realized upon the exercise of stock options will depend upon the market price of our common shares relative to the exercise price per share of the stock option at the time of exercise. The actual amount realized upon vesting of RSUs will depend upon the market price of our common shares at the time of vesting. The actual number and value of PSUs shares earned will be based upon our actual performance during the three-year long-term incentive plan cycle and the market price at time of vesting. There is no assurance that the hypothetical full values of the awards reflected in this table will actually be realized. (6) This amount represents the incremental fair value related to the Committee’s modification of Mr. Blankenship’s outstanding 2018, 2019 and 2020 stock options ($61,699), and RSUs and Performance Share awards ($616,686), in connection with his retirement, and does not reflect a new equity grant. For more information on these awards, see “Long-Term Incentive Compensation,” the 2020 Grants of Plan-Based Awards table, the Outstanding Equity Awards at 2020 Fiscal Year-End table and “Payments in Connection with Mr. Blankenship’s Retirement.”   6369 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     6470 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   NARRATIVE DISCLOSURE REGARDING 20192020 SUMMARY COMPENSATION TABLE AND 20192020 GRANTS OF PLAN-BASED AWARD TABLE   For 2019, Mr. Mapes’The following highlights the salary and annual bonus accounted for 38.9%percentages of histotal compensation reported in the 20192020 Summary Compensation Table, based on the value of his 20192020 base salary and 20192020 actual EMIP (or annual bonus). For 2019, Mr. Petrella’s salary and annual bonus accounted(EMIP) for 44.5%each of his compensation reported in the 2019 Summary Compensation Table, Mr. Blankenship’s salary and annual bonus accounted for 47.3% of his compensation reported in the 2019 Summary Compensation Table, Mr. Hedlund’s salary and annual bonus accounted for 44.2% of his compensation reported in the 2019 Summary Compensation Table and Ms. Ansberry’s salary and annual bonus accounted for 52.4% of her compensation reported in the 2019 Summary Compensation Table. our NEOs: Name % of Base Salary and Annual Bonus To Total Compensation Christopher L. Mapes 40.5 Gabriel Bruno 46.1 Steven B. Hedlund 37.1 Jennifer I. Ansberry 54.1 Michele Kuhrt 49.2 Vincent K. Petrella (retired) 40.11 George D. Blankenship (retired) 21.11 (1) The amounts for Messrs. Petrella and Blankenship reflect the prorated annual bonus, and for Mr. Blankenship, the modification value for his outstanding equity awards as detailed in the footnotes to the Summary Compensation Table. The above percentages were based, in each case, on the value of the executive’s 20192020 base salary and 20192020 actual EMIP (or annual bonus). For information regarding the amount of salary and annual bonus compensation in proportion to total compensation, see the “Our Compensation Philosophy” section of the CD&A contained in this Proxy Statement. Further, the grants made in 20192020 to the NEOs are described more fully in the CD&A contained in this Proxy Statement, and information about the change in control severance agreements and the amounts payable to the NEOs pursuant to those arrangements is provided under the section titled “Termination and Change in Control Arrangements” in this Proxy Statement.   HOLDINGS OF EQUITY-RELATED INTERESTS   The following provides information relating to exercisable and unexercisable stock options, RSUs and Performance Shares at December 31, 2019.2020.   Outstanding Equity Awards at 20192020 Fiscal Year-End   Name Grant Date Option Awards Stock Awards   Option Awards Stock Awards Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable1 Number of Securities Underlying Unexercised Options (#) Unexercisable1 Option Exercise Price ($/sh) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)2 Market Value of Shares or Units of Stock That Have Not Vested ($)3 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)4 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)3 Grant Date Number of Securities Underlying Unexercised Options Exercisable1 (#) Number of Securities Underlying Unexercised Options Unexercisable1 (#) Option Exercise Price ($/sh) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)2 Market Value of Shares or Units of Stock That Have Not Vested ($)3 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)4 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)3 47,480 — 47.91 12/13/2022 — — — 12/16/2013 44,040        — 71.30 12/16/2023       —           —        —            — Christopher L. Mapes 12/16/2013 44,040 — 71.30 12/16/2023 — — 2/5/2015 66,550        — 69.67    2/5/2025       —           —        —            — 2/5/2015 66,550 — 69.67 2/5/2025 16,340 1,580,568 — — 2/17/2016 89,030        — 58.14    2/17/2026       —           —        —            — 2/17/2016 89,030 — 58.14 2/17/2026 — — 2/22/2017 68,610        — 85.30    2/22/2027       —           —        —            — 2/22/2017 45,740 22,870 85.30 2/22/2027 14,115 1,365,344 — — 2/21/2018 43,928 21,966 90.70    2/21/2028 13,808 1,605,180        —            — 2/21/2018 21,964 43,930 90.70 2/21/2028 13,808 1,335,648 13,808 1,335,648 2/18/2019 25,455 50,910 88.44    2/18/2029 15,098 1,755,143 15,098 1,755,143 2/18/2019 — 76,365 88.44 2/18/2029 15,098 1,460,430 15,098 1,460,430 2/19/2020        — 83,490 89.63    2/19/2030 14,411 1,675,279 14,411 1,675,279 12/13/2012 16,620 — 47.91 12/13/2022 — — Vincent K. Petrella 12/16/2013 13,440 — 71.30 12/16/2023 — — 2/5/2015 16,380 — 69.67 2/5/2025 4,020 388,855 — — 2/17/2016 21,910 — 58.14 2/17/2026 — — 2/22/2017 10,482 5,243 85.30 2/22/2027 9,115 881,694 — — 2/21/2018 5,125 10,250 90.70 2/21/2028 3,222 311,664 3,222 311,664 2/18/2019 — 19,745 88.44 2/18/2029 3,904 377,634 3,904 377,634 2/5/2015 — 3,240 313,405 — — George D. Blankenship 2/22/2017 8,576 4,289 85.30 2/22/2027 2,645 255,851 — — 2/21/2018 4,217 8,435 90.70 2/21/2028 2,651 256,431 2,651 256,431 2/18/2019 — 15,178 88.44 2/18/2029 3,001 290,287 3,001 290,287    4/24/2013        —     —              —   4,030   468,488        —            — Gabriel Bruno 2/5/2015    4,465        — 69.67    2/5/2025       —           —        —            — 2/17/2016    9,295        — 58.14    2/17/2026       —           —        —            — 2/22/2017    6,670        — 85.30    2/22/2027       —           —        —            — 2/21/2018    4,100    2,050 90.70    2/21/2028   1,841   214,016        —            — 12/31/2018        —     —              —     654     76,028        —            — 2/18/2019    2,227    4,455 88.44    2/18/2029   1,321   153,566   1,321   153,566 2/19/2020        —    7,305 89.63    2/19/2030   1,261   146,591   1,261   146,591 4/21/2020        —     —              —   4,027   468,139        —            —    4/24/2013        —     —              —   6,410   745,163        —            — Steven B. Hedlund 2/5/2015    6,155        — 69.67    2/5/2025       —           —        —            — 2/17/2016    8,235        — 58.14    2/17/2026       —           —        —            — 2/22/2017    6,005        — 85.30    2/22/2027       —           —        —            — 5/24/2017    6,875        — 88.74    5/24/2027       —           —        —            — 2/21/2018    6,208    3,105 90.70    2/21/2028   2,503   290,974        —            — 2/18/2019    3,913    7,828 88.44    2/18/2029   2,321   269,816   2,321   269,816 2/19/2020        — 12,837 89.63    2/19/2030   2,216   257,610   2,216   257,610 10/20/2020        —     —              —   2,004   232,965        —            —    2/17/2016    3,984        — 58.14    2/17/2026       —           —        —            — Jennifer I. Ansberry 2/22/2017    6,860        — 85.30    2/22/2027       —           —        —            — 2/21/2018    5,974    2,988 90.70    2/21/2028   2,430   282,488        —            — 2/18/2019    3,391    6,784 88.44    2/18/2029   2,012   233,895   2,012   233,895 2/19/2020        — 11,124 89.63    2/19/2030   1,920   223,200   1,920   223,200 12/16/2013    2,530        — 71.30 12/16/2023       —           —        —            — Michele R. Kuhrt 2/5/2015    2,620        — 69.67    2/5/2025       —           —        —            — 2/17/2016    3,505        — 58.14    2/17/2026       —           —        —            — 2/22/2017    4,290        — 85.30    2/22/2027       —           —        —            — 2/21/2018    2,636    1,318 90.70    2/21/2028   1,380   160,425        —            — 2/18/2019    1,838    3,676 88.44    2/18/2029   1,090   126,713 1,090   126,713 2/19/2020        —    7,118 89.63    2/19/2030   2,580   299,925 1,229   142,871 71 - 72 - Outstanding Equity Awards at 20192020 Fiscal Year-End (continued)     Option Awards Stock Awards Name   Grant Date Option Awards Stock Awards Grant Date Number of Securities Underlying Unexercised Options Exercisable1 (#) Number of Securities Underlying Unexercised Options Unexercisable1 (#) Option Exercise Price ($/sh) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)2 Market Value of Shares or Units of Stock That Have Not Vested ($)3 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)4 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)3 Number of Securities Underlying Unexercised Options (#) Exercisable1 Number of Securities Underlying Unexercised Options (#) Unexercisable1 Option Exercise Price ($/sh) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)2 Market Value of Shares or Units of Stock That Have Not Vested ($)3 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)4 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)3 Steven B. Hedlund 4/24/2013 — — 6,410 620,039 — — 12/16/2013 5,860 — 71.30 12/16/2023 — — 2/5/2015 6,155 — 69.67 2/5/2025 1,510 146,062 — — 2/17/2016 8,235 — 58.14 2/17/2026 — — 2/22/2017 4,002 2,003 85.30 2/22/2027 1,235 119,462 — — 5/24/2017 4,582 2,293 88.74 5/24/2027 1,385 133,971 — — 2/21/2018 3,104 6,209 90.70 2/21/2028 2,503 242,115 1,951 188,720 2/18/2019 — 11,741 88.44 2/18/2029 2,321 224,510 2,321 224,510 Jennifer I. Ansberry 12/16/2013 2,440 — 71.30 12/16/2023 — — 7/24/2014 442 — 67.18 7/24/2024 — — 2/5/2015 3,720 — 69.67 2/5/2025 915 88,508 — — 2/17/2016 3,984 — 58.14 2/17/2026 — — 2/22/2017 4,572 2,288 85.30 2/22/2027 1,410 136,389 — — 2/21/2018 2,987 5,975 90.70 2/21/2028 2,430 235,054 1,878 181,659 2/18/2019 — 10,175 88.44 2/18/2029 2,012 194,621 2,012 194,621 Vincent K. Petrella (retired)   2/5/2015 16,380 — 69.67   2/5/2025 —      —         — 2/17/2016 21,910 — 58.14 2/17/2026 —      —         — 2/22/2017 15,725 — 85.30 2/22/2027 —      —         — 2/21/2018 13,568 — 90.70 2/21/2028 —      —         — 2/18/2019 10,896 — 88.44 2/18/2029 — 2,328 270,630 2/19/2020   4,698 — 89.63 2/19/2030 — 980 113,925 George D. Blankenship (retired) 2/21/2018   1,152 — 90.70 2/21/2028 —      —         — 2/18/2019       — —     —           — — 1,414 164,378 2/19/2020       — —     —           — —    395   45,919 (1) Stock options vest in three equal annual installments, commencing on the first anniversary of the date of the grant. (2) Amounts shown in this column represent RSU awards. 2017The RSU awards 2018 RSU awards and 2019 RSU awardsgenerally vest in full three years from the date of grant. The RSU awardsaward granted prior to 2016 generally vestMr. Bruno in full five2013 vests over seven years from the datefollowing his attainment of grant, but are subject to accelerated vesting in three years if the targets are met for the applicable long-term incentive plan cycle.age 55. The RSU award granted to Mr. Hedlund in 2013 vests over seven years following his attainment of age 55. (3) The amounts shown in these columns represent the value of RSU and PSUPerformance Share awards granted pursuant to our 2006 and 2015 Equity and Performance Incentive Plans. Value is calculated using the close price of our common stock on the last trading day of 2019.2020. (4) This column shows the target number of Performance Shares awarded in 2018 and 2019.awarded. The payout can range from 0 to 200% of the target and is based upon performance during the three-year cycle ending on December 31 2020 (with respect to Performance Shares awarded in 2018), and December 31, 2021 (with respect to Performance Shares awarded in 2019),of the applicable period, as determined by the Compensation and Executive Development Committee. See the CD&A on how PSUPerformance Share payouts are determined. 65 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 66 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 2019 2020 Option Exercises and Stock Vested Table   The following table provides information on stock options exercised, as well as RSUs and Performance Shares that vested during 2019.2020.   Option Awards1 Stock Awards2 Option Awards1 Stock Awards2 Name Number of Shares Acquired on Exercise(#) Value Realized on Exercise($) Number of Shares Acquired on Vesting(#) Value Realized on Vesting($) Number of Shares Acquired on Exercise(#) Value Realized on Exercise($) Number of Shares Acquired on Vesting(#) Value Realized on Vesting($) Christopher L. Mapes 28,500 1,677,593 61,319 5,638,152 47,480 2,689,604 43,448 4,551,544 Vincent K. Petrella 19,250 1,157,916 14,776 1,358,826 George D. Blankenship 53,305 1,137,870 11,960 1,099,830 Gabriel Bruno       —              —    3,677    385,708 Steven B. Hedlund 12,540    636,830   5,906    542,770   5,860    250,936    5,965    608,187 Jennifer I. Ansberry       —          —   4,363    400,021   6,602    285,890    4,092    438,051 Michele R. Kuhrt   2,850    141,926    2,304    241,951 Vincent K. Petrella (retired) 30,060 1,532,602    21,7713 2,207,925 George D. Blankenship (retired) 29,322    309,804 11,455 1,123,529 (1) The number of shares acquired on exercise reflects the gross number of shares acquired, without considering any shares that were withheld to pay the option exercise price and/or to satisfy tax withholding requirements. The value realized on exercise represents the gross number of shares acquired on exercise multiplied by the market price of our common stock on the exercise date, less the per share exercise price. (2) The number of shares acquired on vesting reflects the gross number of shares acquired, without considering any shares that were withheld to satisfy tax withholding requirements. The value realized on vesting for RSUs represents the gross number of shares acquired, multiplied by the closing price of our common stock on each applicable vesting date, plus the value of dividend equivalents. The value realized on vesting for Performance Shares represents the gross number of shares acquired, relative to the 2016-2018 performance cycle that paid out during 2019 and the 2017-20192018-2020 performance cycle that was considered earned as of December 31, 20192020 but paid out in March 2020,2021, multiplied by the closing price of our common stock on each applicable vestingsuch date, plus the value of dividend equivalents. Amounts are not reduced to reflect any elections by our NEOs to defer receipt of RSUs or Performance Shares award payouts into our Top Hat Plan: Mr. Mapes, 19,91530,455 RSUs and $87,427$192,516 in dividend equivalents deferred; Mr. Bruno, 1,212 Performance Shares and $6,690 in dividend equivalents deferred in 2019; and Mr. Blankenship, 3,4432,007 Performance Shares and $17,146$11,079 in dividend equivalents deferred in 2020.deferred. For more information about this deferral program, see the CD&A in the “Overview of Benefits” section. (3) The number of shares acquired by Mr. Petrella includes 2,973 RSUs that vested in connection with Mr. Petrella’s retirement (and related dividend equivalents), however the receipt of payment for the award has been delayed for six months in compliance with Internal Revenue Code Section 409A.   20192020 PENSION BENEFITS   RETIREMENT ANNUITY PROGRAM (RAP)(TERMINATED DURING 2020)   No new participants have been added to the RAP since 2006. Accordingly, neither Mr. Mapes nor Mr. Hedlund, who joined Lincoln Electric after 2006, waswere eligible to participate in the RAP. Effective as of December 31, 2016, the RAP was amended to cease all future benefit accruals for all participants, so that the participants will not earn any additional benefits under the RAP after December 31, 2016. In addition, the RAP was terminated effective as of December 31, 2020; distribution of pension plan assets in the form of lump sum payments and the purchase of a group annuity contract from a highly rated insurance company is expected to occur in late 2021. 73 - 74 -   20192020 PENSION BENEFITS TABLE   The following provides information relating to potential payments and benefits under our RAP for the NEOs who participate in that program. As noted above, Mr. Mapes and Mr. Hedlund are not participants in the RAP.   Name Plan Name Number of Years Credited Service(#) Present Value of Accumulated Benefit($) Payments During Last Fiscal Year($) Christopher L. Mapes RAP —           — — Vincent K. PetrellaGabriel Bruno RAP   211 1,584,195877,1762 — George D. Blankenship RAP    311 1,242,5632 — Steven B. Hedlund RAP —           — — Jennifer I. Ansberry RAP   121 346,8002           — Michele R. Kuhrt RAP 290,416191 1,388,7752 — Vincent K. Petrella (retired) RAP 211           — 1,758,1793 George D. Blankenship (retired) RAP 311           — 1,356,9843   (1) Under the RAP, credited years of service equals actual years of service from the date of hire with Lincoln Electric through December 31, 2016, the date that the RAP was amended to cease all future benefit accruals. All of the NEOs, other than Mr. Petrella, are currently under normal retirement age under the terms of the plan. (2) This represents the actuarial present value of accrued benefits in the RAP for the NEOs who participate at December 31, 2019.2020. However, this is an estimated full value number that is discounted to a current date. The above actuarial present values were determined reflecting plan termination assumptions, including a 77.5% lump sum election assumption, with the lump sum calculated as of September 1, 2021 using interest rate and mortality assumptions prescribed under IRC Section 417(e) and a 3.42% discount rate, RP-2014 Annuitant table, with blue collar120% adjustment protected generationally with Scale MP-2019,to the remaining obligation to reflect insurance pricing. The remaining obligation assumptions assume age 60 commencement, andor current age if older, no decrements for death or termination prior to age 60.60, and the WTW Rate:Link 40th:90th yield curve for discount rate purposes as of December 31, 2020. The mortality assumption is based on Pri-2012 Healthy Retiree table (base year 2012), with blue collar adjustment, projected generationally with Scale MP-2019 as of December 31, 2020. These assumptions are consistent with the assumptions used for year-end accounting obligations for the RAP, except for removing the pre-commencement decrements. All of the NEOs who participate are currently vested in their RAP benefits because they each have at least five years of service with us. (3) The RAP benefits for Mr. Petrella and Mr. Blankenship were paid as lump sums during 2020 and no further benefits are due to either participant as of December 31, 2020. The following table provides additional information regarding the RAP benefit:   Name When Eligible for a Full, Unreduced Benefit under the RAP Accrued Annual Benefit Payable under the RAP at Age 60 (as of December 31, 2019)($)1 When Eligible for a Full, Unreduced Benefit under the RAP Accrued Annual Benefit Payable under the RAP at Age 60 (as of December 31, 2020)($)1 Christopher L. Mapes      –          –     —        — Vincent K. Petrella 2020 103,836 George D. Blankenship 2022   85,573 Gabriel Bruno 2027 56,744 Steven B. Hedlund      –          –     —        — Jennifer I. Ansberry 2033   27,110 2033 27,110 Michele R. Kuhrt 2026 84,392 Vincent K. Petrella (retired)     —        — George D. Blankenship (retired)     —        —   (1) Vested participants who are below the normal retirement age of 60 may receive an earlier reduced benefit after he or she reaches age 55.The RAP benefits for Mr. Petrella and Mr. Blankenship were paid as lump sums during 2020 and no further benefits are due to either participant as of December 31, 2020. As part of the plan termination process, all participants who have not previously commenced benefits will have the opportunity to receive a lump sum or immediate annuity in the second half of 2021.   20192020 DEFERRED COMPENSATION BENEFITS   DEFERRED COMPENSATION PLAN (TOP HAT PLAN)   Our Amended and Restated 2005 Deferred Compensation Plan for Executives (Top Hat Plan) is designed to be a “top-hat” plan that complies with Section 409A of the Internal Revenue Code. Participation is limited to management and highly compensated employees as approved by the Committee.   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP)(FROZEN SINCE 2016)   No new participants have been added to the SERP since 2005. Accordingly, neither Mr. Mapes nor Mr. Hedlund, who joined Lincoln Electric after 2005, nor Ms. Ansberry, who was not eligible to participate in the SERP prior to 2005, participates in the SERP. Effective November 30, 2016, the SERP was amended to cease all future benefit accruals and to fully vest those who had a benefit under the SERP. Effective as of December 1, 2016, pursuant to the amendment of the SERP, the value of the frozen accrued vested benefit of each SERP participant was converted to a notional account balance. The account balance was determined by projecting to December 31, 2016 the participant’s SERP benefit and calculating the present value of that projected benefit. Participants have the ability to make investment elections for their account in a manner similar to that undertaken by participants in the Amended and Restated 2005 Deferred Compensation Plan for Executives.   RESTORATION PLAN   Our Restoration Plan is designed to provide deferred compensation for eligible employees whose annual compensation is expected to be in excess of the Internal Revenue Code limit on compensation (Code Limit) applicable to the 401(k) Plan.   A summary of the Top Hat Plan and Restoration Plan is provided in the CD&A in the “Overview of Benefits” section.   20192020 NONQUALIFIED DEFERRED COMPENSATION TABLES   The following three tables provide deferred compensation information for 20192020 for the NEOs.   TOP HAT PLAN   Name Executive Contributions in Last Fiscal Year($) Registrant Contributions in Last Fiscal Year($) Aggregate Earnings in Last Fiscal Year($) Aggregate Withdrawals/ Distributions($) Aggregate Balance at Last Fiscal Year-End($)1 Christopher L. Mapes 429,7082 2,983,0303 3,628,3594 — 23,800,243 Gabriel Bruno        —    162,7705    108,4466 —      518,194 Steven B. Hedlund        —           —      7,191 —         55,791 Jennifer I. Ansberry        —           —           — —               — Michele R. Kuhrt        —           —           — —               — Vincent K. Petrella (retired) 426,6667           —   398,0168 —   4,157,238 George D. Blankenship (retired)        —    733,8769     329,66310 —   1,817,097   Name Executive Contributions in Last Fiscal Year($) Registrant Contributions in Last Fiscal Year($) Aggregate Earnings in Last Fiscal Year($) Aggregate Withdrawals/ Distributions($) Aggregate Balance at Last Fiscal Year-End($) Christopher L. Mapes 250,0001 1,848,7092 2,248,2033 — 16,759,1464 Vincent K. Petrella 503,1375          —    190,8676 —    3,332,5564 George D. Blankenship       —          —   139,198 —      753,5584 Steven B. Hedlund       —          —      8,946 —        48,6004 Jennifer I. Ansberry       —          —          — —           — (1) Included as compensation for 2019 in the “Salary” column of the Summary Compensation Table and is described in its footnotes. (2) Represents 19,915 RSUs and $87,427 in cash attributable to dividend equivalents that vested during 2019 and were deferred into the Top Hat Plan. (3) Of the amount reported, $51,059 is included as compensation for 2019 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. 67 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 68 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T (4) The portions of the amount reported that relate to deferral contributions in prior years have all been reported in the Summary Compensation Table in those years to the extent the individual was a NEO for those years. (5)(2) Of the amount reported, $138,337 is includedIncluded as compensation for 2019 in the “Salary” column of the Summary Compensation Table and the remainder was included as compensation for 2018 in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and is described in its footnotes. (3) Represents 30,455 RSUs and $192,516 in cash attributable to dividend equivalents that vested during 2020 and were deferred into the Top Hat Plan. (4) Of the amount reported, $100,170 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. (5) Represents 1,783 Performance Shares and $8,879 in cash attributable to dividend equivalents that vested during 2020 and were deferred into the Top Hat Plan. (6) Of the amount reported, $25,222$382 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. 75 - 76 - (7) Of the amount reported, $110,041 is included as compensation for 2020 in the “Salary” column of the Summary Compensation Table and the remainder was included as compensation for 2019 in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and is described in its footnotes. (8) Of the amount reported, $42,562 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. (9) Represents 4,655 RSUs and $21,272 in cash attributable to dividend equivalents and 3,443 PSUs and $17,146 in cash attributable to dividend equivalents that vested during 2020 and were deferred into the Top Hat Plan. (10) Of the amount reported, $550 is included as compensation for 2020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes.   SERP   The following table reflects the earnings during 20192020 related to the SERP.   Name Executive Contributions in Last Fiscal Year($) Registrant Contributions in Last Last Fiscal Year($) AggregateRegistrant EarningsContributions in Last Last Fiscal Year($) Aggregate Earnings in Last Fiscal Year($) Aggregate Withdrawals/ Distributions($) Aggregate Balance at Last Last Fiscal Year-End($) Christopher L. Mapes — —       — —           — Vincent K. PetrellaGabriel Bruno — — 94,5811 — 2,467,7592 George D. Blankenship — — 163,3373 — 4,262,7732 Steven B. Hedlund — —       — —           — Jennifer I. Ansberry — —       — —           — Michele R. Kuhrt — —       —           —           — Vincent K. Petrella (retired) — — 76,3271 — 2,544,0862 George D. Blankenship (retired) — — 121,8203 4,384,5934           — (1) Of the amount reported, $22,528$35,403 is included as compensation for 20192020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. (2) The portions of the amount reported that relate to deferral contributions in prior years have all been reported in the Summary Compensation Table in those years to the extent the individual was a NEO for those years. (3) Of the amount reported, $38,910$53,785 is included as compensation for 20192020 in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and is described in its footnotes. (4) The SERP benefit for Mr. Blankenship was paid as a lump sum during 2020 and no further benefits are due to him as of December 31, 2020.   RESTORATION PLAN   Effective January 1, 2017, all NEOs were eligible to receive deferred compensation amounts credited to an account under the Restoration Plan, providing benefits that could not be provided under the 401(k) Plan due to IRS limitations on covered compensation. The following table reflects the contributions and earnings under the Restoration Plan attributable to such amounts with respect to 2019.2020.   Name Executive Contributions in Last Fiscal Year($) Registrant Contributions in Last Fiscal Year ($)1 Aggregate Earnings in Last Fiscal Year($) Aggregate Withdrawals/ Distributions($) Aggregate Balance at Last Fiscal Year-End ($)2 Executive Contributions in Last Fiscal Year($) Registrant Contributions in Last Fiscal Year($)1 Aggregate Earnings in Last Fiscal Year($) Aggregate Withdrawals/ Distributions($) Aggregate Balance at Last Fiscal Year-End($)2 Christopher L. Mapes — 166,644 88,807 — 539,695 — 146,030 136,820         — 822,545 Vincent K. Petrella — 120,354 77,371 — 429,064 George D. Blankenship — 109,540 55,911 — 364,240 Gabriel Bruno — 47,772 40,064         — 263,479 Steven B. Hedlund —   39,828 19,653 — 115,325 — 32,540 30,406         — 178,271 Jennifer I. Ansberry —   69,125 27,121 — 177,593 — 60,280 45,456         — 283,329 Michele R. Kuhrt — 43,233 27,669         — 201,297 Vincent K. Petrella (retired) — 94,610 109,824         — 633,498 George D. Blankenship (retired) — 61,197   (12,841) 216,319 196,277 (1) Amounts reported are included in compensation for 20192020 in the “All Other Compensation” column of the Summary Compensation Table above and is described in its footnotes. (2) The portions of the amount reported that relate to deferral contributions in prior years have all been reported in the Summary Compensation Table in those years to the extent the individual was a NEO for those years. TERMINATIONTERMINATION AND CHANGE IN CONTROL ARRANGEMENTS   The Key Compensation Programs table below highlights the standard benefits and payments available to NEOs in the event of a termination of employment and/or a change in control. The Termination and Change in Control Table below reflects the estimated additional amounts of compensation each continuing NEO would receive in the event of a termination of employment and/or a change in control. Termination events include: a voluntary termination by the executive; normal retirement of the executive (defined as termination at age 60 or later with 5 years of service); an involuntary, not-for-cause termination by Lincoln Electric; a for-cause termination by Lincoln Electric; a termination upon a change in control; and a termination due to death or disability. In addition, estimated additional compensation amounts are shown in the event of a change in control without termination of employment. The amounts shown assume that each event occurred on December 31, 2019,2020, the last business day of the calendar year.   TERMINATION OF EMPLOYMENT No written agreements exist that provide additional payments to a NEO in the event of a voluntary termination of employment with Lincoln Electric or a termination of employment initiated by Lincoln Electric (whether for cause or not). We do not have employment agreements or severance agreements, except for our change in control severance agreements described below.   Pursuant to our standard employment policies, upon termination of employment, a NEO would be entitled to receive the same benefits and payments that are generally available to salaried employees:   ·•  Earned but unpaid base pay, up to the date of termination; ·•  Earned and unused paid time off, up to the date of termination; ·•  Vested amounts held in the executive’s account under our 401(k) Plan;   ·•  Amounts held in the executive’s account under our Top Hat Plan (based on the executive’s election); ·•  Deferred vested benefits under our RAP—payments for which could begin at normal retirement age 60 or as early as age 55 (but at a reduced amount); and · •  Amounts held in the executive’s account under our Restoration Plan.   CHANGE IN CONTROL We have entered into (or were a party to) change in control severance agreements with our NEOs. Pursuant to our change in control severance agreements, in the event of a “change in control,” if the NEO’s employment is terminated without “cause” (as defined in the change in control severance agreement) or the NEO terminates employment for “good reason” (as defined in the change in control severance agreement) during the severance period (as described below) (or for certain other employment terminations prior to and related to the change in control, as described in the change in control severance agreement), we will make severance payments and provide certain benefits as indicated in the Key Compensation Programs table below.   The severance period commences on the date of the first occurrence of a change in control and ends on the earlier of (a) the second anniversary of the change in control, or (b) the executive’s death. Our NEOs are required to abide by certain restrictive covenants and execute a release of claims in order to receive certain severance payments and benefits under the change in control severance agreements.   The following events in general would constitute a change in control:   ·•  any individual, entity or group is or becomes the beneficial owner of 30% or more of the combined voting power of the then-outstanding voting stock of Lincoln Electric; •·  a majority of the Board ceases to be comprised of incumbent Directors;   ·•  certain reorganizations, mergers or consolidations, or the sale or other disposition of all or substantially all of the assets of Lincoln Electric, or certain other corporate transactions are consummated; or ·•  approval by the shareholders of a complete liquidation or dissolution of Lincoln Electric.   6977 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     7078 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   Key Compensation Programs Key Compensation Programs   Voluntary Termination/ Termination with Cause Involuntary Termination/ Termination without Cause Normal Retirement (age 60 and 5 years of service)1 Change in Control (with Termination)2 Change in Control (No Termination) Death or Disability Severance None Company has discretion None Lump-sum payment equal to the sum of base pay and bonus as described in the severance agreement times three for the CEO and times two for other NEOs.NEOs None None Annual Bonus (EMIP) Forfeited Forfeited Pro-rata portion of EMIP.EMIP3 Pro-rata portion of EMIP payment equal to the greater of the actual or target amount.amount Pro-rata EMIP payment equal to the greater of the actual or target amount. amount Pro-rata portion of EMIP.EMIP3 Long-Term Incentive Plan (Performance Shares) Forfeited Forfeited Pro-rata portion of Performance Shares, based on actual performance.performance4 Pro-rata portionAccelerated vesting of Performance Shares equal to the greater ofat target, or actual performance, if replacement award provided and subsequent qualifying termination. termination5 No accelerated vesting if replacement award provided and continued employment. Pro-rata portionemployment Accelerated vesting of Performance Shares granted prior to the change in control equal to the greater ofat target, or actual performance, if no replacement award provided. provided5 Vesting of Performance Shares at target. target Stock Options Unvested stock options forfeited. forfeited Entitled to exercise vested stock options for a period of three months after termination.termination5,66,7 Unvested stock options forfeited. forfeited Entitled to exercise vested stock options for a period of three months after termination.termination5,66,7 Pro-rata vesting of any unvested stock options with right to exercise such vested options for the remaining period of the original 10-year term.term56 Accelerated vesting of unvested stock options, if replacement award provided and subsequent qualifying termination. termination Entitled to exercise vested stock options for a period of three months after termination.termination5,66,7 No accelerated vesting if replacement award provided and continued employment. employment Accelerated vesting of unvested stock options granted prior to change in control, if no replacement award provided. provided Accelerated vesting of unvested stock options. options Entitled to exercise stock options for a period of one year after death or three years after disability.disability56 RSUs Forfeited Forfeited Pro-rata vesting of RSU awards Accelerated vesting of RSU awards, if replacement award provided and subsequent qualifying termination. termination No accelerated vesting if replacement award provided and continued employment. employment Accelerated vesting of RSU awards granted prior to change in control, if no replacement award provided. provided Vesting of RSU awards. awards Outplacement None None None Maximum of $100,000 $100,000 for CEO and $50,000 for the Other NEOs. NEOs None None Key Compensation Programs (continued) Key Compensation Programs (continued) Voluntary Termination/ Termination with Cause Involuntary Termination/ Termination without Cause Normal Retirement (age (age 60 and 5 years of service)1 Change in Control (with (with Termination)2 Change in Control (No (No Termination) Death or Disability 280G Treatment N/A N/A N/A 78 N/A N/A Other Continuing medical and/or dental coverage under COBRA, for which the executive would pay 102% of the applicable premium.premium Continuing medical and/or dental coverage under COBRA, for which the executive would pay 102% of the applicable premium.premium Continuing medical and/or dental coverage as a retiree, withunder COBRA, for which the executive would pay 102% of the applicable premium paid by the executive.   Normal vesting of benefits under the SERP, provided the executive is a participant. participant89 Continuing medical insurance (102% of the premium paid by the executive) and life insurance for a period of three years following the NEO’s termination date.date910 910 Continuing medical and/or dental coverage with 102% of the premium paid by the executive (or his or her surviving dependents). (1)(1) Subject to any 409A deferred payment requirements. (2) Provision applicable in the event of a termination without Cause or termination for Good Reason in connection with a Change in Control. With respect to Performance Shares, Stock Optionsstock options and RSUs, such termination without Cause or termination for Good Reason must occur within a period of two years after the Change in Control (or in certain employment terminations prior to and related to the change in control) to receive the accelerated vesting treatment. (3) Based on the executive’s period of employment during the calendar year, subject to achievement of the applicable personal and financial goals. (4) Based on the executive’s periods of employment during each of the open three-year cycles and upon completion of each cycle, subject to achievement of the applicable financial goals. (5) With respect to Performance Shares granted prior to 2020, a pro-rata portion of Performance Shares equal to the greater of target or actual performance would vest. (6) After which time the vested stock options would expire. (6)(7) Vested stock options canceled if the executive is terminated for cause or the executive engaged in competitive conduct within six months of termination. (7)(8) Severance payments reduced to the 280G (excess parachute payment) safe harbor limit, unless the executive would achieve a better after-tax result paying the excise tax imposed on excess parachute payments. No payment, net of taxes, to compensate for any excise tax imposed. (8)(9) Financial planning services for the year of retirement and for one calendar year thereafter. (9)(10) Amounts and/or shares (from vested RSUs or Performance Shares) held in executives’ accounts under the Top Hat Plan automatically paid out. 79 - 80 -   Termination and Change in Control Table The following table sets forth estimates of the potential incremental payments to each of our NEOs (except for Mr. Petrella who retired on October 15, 2020 and Mr. Blankenship who retired on May 31, 2020) upon the specified termination events and upon a change in control, both with and without a qualified termination, assuming that each such event took place on the last business day of 2019.2020.   The table does not quantify benefits under plans that are generally available to salaried employees that do not discriminate in favor of NEOs, including the RAP, the 401(k) Plan, the health care plan and the life insurance plan.   The 20192020 Annual Bonus (EMIP) amounts represent the difference between target EMIP and actual EMIP payments (as disclosed in the Non-Equity Incentive Plan Compensation column of the 20192020 Summary Compensation Table) if target EMIP exceeds actual EMIP in connection with a hypothetical change in control as of the last business day of 2019.2020. Similarly, the amounts shown for LTIP (Performance Shares) for 20192020 represent the difference between target performance level and actual performance level if target performance level exceeds actual performance level assuming a change in control occurred on the last business day of 2019.2020. For 2019,2020, the amounts shown for LTIP (Performance Shares) include the pro-rata portion of the target amounts for the two cycles of the Performance Share LTIP (2018-2020(2019-2021 cycle and 2019-20212020-2022 cycle) that were open as of the last business day of 2019.2020. The amounts shown for LTIP (Performance Shares) do notalso include any value for the 2017-2019 cycle,difference between the 2018-2020 Performance Share target amount and the 2018-2020 Performance Share actual amount, since the cycle paid out abovebelow target. 71 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 72 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T The following table assumes, in the event of a change in control, replacement awards are provided pursuant to the 2015 Equity and Incentive Compensation Plan’s respective Stock Option Agreement, Restricted Stock Unit Agreement, and Performance Share Agreement (“Agreements”). Pursuant to the Agreements, if the respective equity awards are not replaced, all outstanding equity awards will accelerate as of the closing date of the change in control. In the event of a change in control where no replacement awards are provided, the accelerated equity values are consistent with the accelerated equity values under Change in Control (Replacement Awards; Qualified Termination).   In addition, the table includes all equity that is accelerated as a result of termination but does not include the value of outstanding equity awards that have previously vested, such as stock options, which awards are set forth above in the Outstanding Equity Awards at December 31, 20192020 table. For descriptions of the compensation plans and agreements that provide for the payments set forth in the following table, including our change in control agreements, see the “Elements of Executive Compensation” discussion contained in the CD&A.       Christopher L. Mapes   Vincent K. Petrella   George D. Blankenship   Steven B. Hedlund   Jennifer I. Ansberry Involuntary Termination/Termination                                         without Cause before Normal Retirement   $ 0     $ 0     $ 0     $ 0     $ 0   Normal Retirement (Age 60):     Not Eligible       Not Eligible       Not Eligible       Not Eligible       Not Eligible   LTIP (Performance Shares)     N/A       N/A       N/A       N/A       N/A   Stock Options—Accelerated Vesting     N/A       N/A       N/A       N/A       N/A   RSUs—Accelerated Vesting     N/A       N/A       N/A       N/A       N/A   Change in Control (Replacement Awards; Qualified Termination):   $ 16,661,080     $ 5,281,152     $ 4,103,552     $ 3,808,979     $ 2,688,093   Severance   $ 9,014,653     $ 2,547,885     $ 2,383,510     $ 1,794,759     $ 1,618,913   2019 Annual Bonus (EMIP)   $ 0     $ 0     $ 0     $ 0     $ 0   LTIP (Performance Shares)   $ 1,419,387     $ 343,728     $ 275,872     $ 206,723     $ 191,686   Stock Options—Accelerated Vesting   $ 1,159,364     $ 285,406     $ 225,702     $ 175,961     $ 146,515   RSUs–Accelerated Vesting   $ 6,012,156     $ 2,054,133     $ 1,168,468     $ 1,581,536     $ 680,979   Outplacement Estimate   $ 100,000         $ 50,000         $ 50,000         $ 50,000         $ 50,000   280G Cutback   $ (1,044,480 )     $ 0       $ 0       $ 0       $ 0   Change in Control (Replacement Awards; No Termination):   $ 0     $ 0     $ 0     $ 0     $ 0   2019 Annual Bonus (EMIP)   $ 0     $ 0     $ 0     $ 0     $ 0   LTIP (Performance Shares)     N/A       N/A       N/A       N/A       N/A   Stock Options—Accelerated Vesting     N/A       N/A       N/A       N/A       N/A   RSUs—Accelerated Vesting     N/A       N/A       N/A       N/A       N/A   Death or Disability:   $ 10,045,164     $ 3,047,660     $ 1,955,974     $  2,182,044     $ 1,214,245   LTIP (Performance Shares)   $ 2,873,644     $ 708,121     $ 561,804     $ 424,547     $ 386,751   Stock Options—Accelerated Vesting   $ 1,159,364     $ 285,406     $ 225,702     $ 175,961     $ 146,515   RSUs—Accelerated Vesting   $ 6,012,156     $ 2,054,133     $ 1,168,468     $ 1,581,536     $ 680,979       Christopher L. Mapes   Gabriel Bruno   Steven B. Hedlund   Jennifer I. Ansberry   Michele R. Kuhrt Involuntary Termination/Termination without Cause before Normal Retirement:   $ 0     $ 0     $ 0     $ 0     $ 0   Normal Retirement (Age 60):     Not Eligible       Not Eligible       Not Eligible       Not Eligible       Not Eligible   LTIP (Performance Shares)     N/A       N/A       N/A       N/A       N/A   Stock Options–Accelerated Vesting     N/A       N/A       N/A       N/A       N/A   RSUs–Accelerated Vesting     N/A       N/A       N/A       N/A       N/A   Change in Control (Replacement Awards; Qualified Termination):   $ 20,039,078     $ 3,616,600     $ 4,645,256     $ 3,200,117     $ 2,439,259   Severance   $ 8,664,345     $ 1,433,155     $ 1,773,621     $ 1,643,374     $ 1,318,277   Annual Bonus (EMIP)   $ 0     $ 0     $ 0     $ 0     $ 0   LTIP (Performance Shares)   $ 1,876,292     $ 164,751     $ 287,231     $ 250,294     $ 141,677   Stock Options–Accelerated Vesting   $ 4,199,508     $ 370,721     $ 638,715     $ 561,092     $ 325,386   RSUs–Accelerated Vesting   $ 5,198,933     $ 1,597,973     $ 1,895,689     $ 764,576     $ 603,919   Outplacement Estimate   $ 100,000     $ 50,000     $ 50,000     $ 50,000     $ 50,000   280G Cutback   $ 0     $ 0     $ 0     $ (69,219 )   $ 0       Christopher L. Mapes   Gabriel Bruno   Steven B. Hedlund   Jennifer I. Ansberry   Michele R. Kuhrt Change in Control (Replacement Awards; No Termination):   $ 0     $ 0     $ 0     $ 0     $ 0   Annual Bonus (EMIP)   $ 0     $ 0     $ 0     $ 0     $ 0   LTIP (Performance Shares)     0       0       0       0       0   Stock Options–Accelerated Vesting     0       0       0       0       0   RSUs–Accelerated Vesting     0       0       0       0       0   Death or Disability:   $ 12,915,976     $ 2,276,474     $ 3,075,223     $ 1,794,371     $ 1,205,551   LTIP (Performance Shares)   $ 3,517,535     $ 307,780     $ 540,819     $ 468,703     $ 276,246   Stock Options–Accelerated Vesting   $ 4,199,508     $ 370,721     $ 638,715     $ 561,092     $ 325,386   RSUs–Accelerated Vesting   $ 5,198,933     $ 1,597,973     $ 1,895,689     $ 764,576     $ 603,919   PAYMENTS IN CONNECTION WITH MR. PETRELLA’S RETIREMENT Upon his retirement, Mr. Petrella received retirement benefits totaling an estimated $1,906,641, in accordance with the terms of the underlying compensation programs, as described in the “Key Compensation Programs” chart. This total includes the pro-rata values of his annual bonus (EMIP) ($508,045), the accelerated vesting of 12,331 stock options (intrinsic value of $134,513, based on the difference of the closing price of our stock on the date of retirement and the option strike price), the accelerated vesting of 5,818 RSUs (intrinsic value of $606,908, representing the closing price of our stock on the date of retirement and accrued dividend equivalents) and the accelerated vesting of 6,303 Performance Shares (intrinsic value of $657,175, representing the closing price of our stock on the date of retirement, at target, and accrued dividend equivalents) under our standard pro-rata vesting policies. PAYMENTS IN CONNECTION WITH MR. BLANKENSHIP’S RETIREMENT In connection with Mr. Blankenship’s retirement, the Board, based upon the recommendation of the Compensation and Executive Development Committee, took action to treat Mr. Blankenship as retirement eligible, in recognition of his over 32 years of service with the Company. As a result of this action, Mr. Blankenship became entitled to receive non-accrued retirement benefits totaling an estimated $846,611. This total includes the pro-rata values of his annual bonus (EMIP) ($206,455), the accelerated vesting of 4,116 stock options (with no intrinsic value, as the closing price of our stock on the date of retirement was less than option strike price), the accelerated vesting of 3,563 RSUs (intrinsic value of $304,073, representing the closing price of our stock on the date of retirement and accrued dividend equivalents) and the accelerated vesting of 3,942 Performance Shares (intrinsic value of $336,083, representing the closing price of our stock on the date of retirement, at target, and accrued dividend equivalents) under our standard pro-rata vesting policies, as approved by the Board. See “2020 Summary Compensation Table” and related footnotes for more information. 81 - 82 - PAYPAY RATIO   For 2019,2020, we estimate that the ratio of the annual total compensation of our CEO ($6,981,969,7,077,536, which is the same amount reported for our CEO in the 20192020 Summary Compensation Table) to the annual total compensation of our median employee ($45,062)48,913) is 155:145:1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below.   In accordance with Item 402(u) of Regulation S-K, in calculating our CEO pay ratio for 2019, we dodid not believe we experienced a change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure,disclosure; therefore we looked to use the same median employee as we used to calculate the CEO pay ratio for 2018. However, in 2019, the particular employee we selected in 2018 as our median employee iswas no longer employed by the Company. As such, and as allowed by SEC rules and regulations, we have used a substitute median employee in calculating our 2019 pay ratio. This substitute employee’s compensation is substantially similar to that of the median employee identified in 2018. We are using the same median employee as we used in 2019 in calculating our CEO pay ratio for 2020, as we again do not believe we experienced a change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure.   In accordance with the foregoing, in 2018 we determined our median employee based on total cash and equity compensation paid to our active employees as of October 1, 2018 for the period beginning on January 1, 2018 and ending on December 31, 2018. We included all full time, part time, seasonal and temporary employees, whether employed domestically or overseas, and whether employed directly or by a consolidated subsidiary. Compensation for employees hired during 2018 was annualized for all employees other than seasonal employees.   OnceUsing the same the median employee that was identified,used for 2019, annual total compensation for the employee for 2020 was calculated using the same methodology used for our NEOs as set forth in the 20192020 Summary Compensation Table. Of the employees that were identified as potential median employees, we selected an employee based in the U.S. that was representative of our largest portion of our workforce. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies. 73 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 74 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T MANAGEMENT OWNERSHIP OF SHARES   The following table sets forth certain information regarding ownership of shares of common stock of Lincoln Electric as of December 31, 20192020 (except as otherwise indicated) by each of our Directors and NEOs, as well as our Directors and executive officers as a group. Except as otherwise indicated, voting and investment power with respect to shares reported in this table are not shared with others.   RSUs and Performance Shares are generally not reflected in the table as there is no ability to voteacquire the shares attributable to them within 60 days of December 31, 2020. In addition, any vested RSUs and Performance Shares that are deferred into the Top Hat Plan or investthe Non-Employee Directors’ Deferred Compensation Plan are generally not reflected in the table as there is no ability to acquire the shares attributable to them until they vest.settle within 60 days of December 31, 2020. The table includes shares that would be received upon the vesting of RSUs within 60 days of December 31, 2019.2020.   BENEFICIAL OWNERSHIP TABLE     Directors Number of Shares of Lincoln Electric Common Stock Beneficially Owned1 Percent of Class Curtis E. Espeland 13,491   * Patrick P. Goris 564 2 * Stephen G. Hanks 22,055 2 * Michael F. Hilton 5,313 2 * G. Russell Lincoln 271,616 3 * Kathryn Jo Lincoln 843,601 2,4 1.41% William E. MacDonald, III 13,255   * Phillip J. Mason 15,876   * Ben P. Patel 1,113 2 * Hellene S. Runtagh 26,284   * Kellye L. Walker —   *       NEOs     Christopher L. Mapes 450,998 5 * Gabriel Bruno 40,930 6 * Steven B. Hedlund 67,010 7 * Jennifer I. Ansberry 38,092 8 * Michele R. Kuhrt 31,224 9 * Vincent K. Petrella (retired) 102,516 10 * George D. Blankenship (retired) 6,489 11 * All Directors and Executive Officers as a group (22 persons, excluding retired executives) 2,018,458 12 3.35% BENEFICIAL OWNERSHIP TABLE * Directors Number of Shares of Lincoln Electric Common Stock Beneficially Owned1 Percent of Class Curtis E. Espeland        12,085   * Patrick P. Goris             552       * Stephen G. Hanks        22,042       * Michael F. Hilton          5,313       * G. Russell Lincoln    272,2942   * Kathryn Jo Lincoln    844,4713 1.39% William E. MacDonald, III        16,849       * Phillip J. Mason        14,470       * Ben P. Patel          1,113   * Hellene S. Runtagh       24,878   * NEOs Christopher L. Mapes     418,8144   * Vincent K. Petrella     167,4005   * George D. Blankenship      79,4716   * Steven B. Hedlund      55,9477   * Jennifer I. Ansberry      31,6698   * All Directors and Executive Officers as a group (23 persons) 2,210,1689 3.60%Indicates less than 1% * Indicates less than 1% (1) Reported in compliance with the beneficial ownership rules of the SEC, under which a person is deemed to be the beneficial owner of a security, for these purposes, if he or she has, or shares, voting power or investment power over the security or has the right to acquire the security within 60 days of December 31, 2019.2020. With respect to the NEOs and executive officers, the amounts reported do not include any Performance Shares that vested and paid out in March 2020,2021, as the number of Performance Shares to be received by each executive officer was unknown within 60 days of December 31, 2019.2020. 83 - 84 - (2) Each of Messrs. Goris, Hanks, Hilton, Patel and Ms. Lincoln had 2,948 RSUs deferred under the Non-Employee Directors’ Deferred Compensation Plan which are not reflected in the above table. (2)(3) Of the shares reported, Mr. Lincoln held of record 216,464216,870 shares. 1,028 shares held of record by his spouse. The remaining shares were held of record as follows: 35,154 shares by the Laura R. Heath Family Trust for which Mr. Lincoln serves as a trustee; 19,64818,564 shares by The G.R. Lincoln Family Foundation for which Mr. Lincoln serves as a trustee. Mr. Lincoln disclaims beneficial ownership of the shares held by his spouse, the trusts and the Foundation. (3)(4) Of the shares reported, 44,19443,324 shares were held of record by a trust established by Ms. Lincoln, under which she has sole investment and voting power. The remaining 800,277 shares were held of record by The Lincoln Institute of Land Policy, of which Ms. Lincoln is the Chair, as to which shares Ms. Lincoln disclaims beneficial ownership. Ms. Lincoln has shared voting and shared investment power on these 800,277 shares. (4)(5) Of the shares reported, Mr. Mapes held of record 33,72138,134 shares. Mr. Mapes has or had the right to acquire 385,093412,864 shares upon the exercise of stock options within 60 days of December 31, 2019.2020. Mr. Mapes had 50,370 RSUs deferred under the Top Hat Plan which are not reflected in the above table. (5)(6) Of the shares reported, Mr. PetrellaBruno held of record 53,359 shares, 39,8375,620 shares, of which 277 shares are held jointly with spouse and 3,296 shares of which are held in the 401(k) Plan.spouse. Mr. PetrellaBruno has or had the right to acquire 13,1351,841 shares upon the vesting of RSUs within 60 days of December 31, 2019.2020. Mr. PetrellaBruno has or had the right to acquire 100,90633,469 shares upon the exercise of stock options within 60 days of December 31, 2019. (6) Of2020. Mr. Bruno had 4,188 Performance Shares deferred under the shares reported, Mr. Blankenship held 49,873 shares of record, 2,140 shares ofTop Hat Plan which are held jointly by Mr. Blankenship and his spouse and 6,136 shares of which are heldnot reflected in the 401(k) Plan. Mr. Blankenship has or had the right to acquire 3,240 shares upon the vesting of RSUs within 60 days of December 31, 2019. Mr. Blankenship has or had the right to acquire 26,358 shares upon the exercise of stock options within 60 days of December 31, 2019.above table. (7) Of the shares reported, Mr. Hedlund held 12,24415,819 shares of record, 383477 shares of which are held in the Stock Purchase Plan, and 2,2412,285 shares of which are held in the 401(k) Plan. Mr. Hedlund has or had the right to acquire 2,7452,503 shares upon the vesting of RSUs within 60 days of December 31, 2019.2020. Mr. Hedlund has or had the right to acquire 40,95848,688 shares upon the exercise of stock options within 60 days of December 31, 2019.2020. (8) Of the shares reported, Ms. Ansberry held of record 2,5335,366 shares, 20 shares of which are held jointly with her spouse. Ms. Ansberry has the right to acquire 2,3252,430 shares upon the vesting of RSUs within 60 days of December 31, 2019.2020. Ms. Ansberry has or had the right to acquire 26,81130,296 shares upon the exercise of stock options within 60 days of December 31, 2019.2020. (9) Of the shares reported, Ms. Kuhrt held 6,897 shares of record, 105 shares of which are held in the 401(k) Plan. Ms. Kuhrt has the right to acquire 1,380 shares upon the vesting of RSUs within 60 days of December 31, 2020. Ms. Kuhrt has or had the right to acquire 22,947 shares upon the exercise of stock options within 60 days of December 31, 2020. (10) Of the shares reported, Mr. Petrella held of record 19,339 shares, of which are held jointly with spouse. Mr. Petrella has or had the right to acquire 83,177 shares upon the exercise of stock options within 60 days of December 31, 2020. (11) Of the shares reported, Mr. Blankenship held 5,337 shares of record and 1,070 shares of which are held jointly by Mr. Blankenship and his spouse. Mr. Blankenship has or had the right to acquire 1,152 shares upon the exercise of stock options within 60 days of December 31, 2020. Mr. Blankenship had 8,098 RSUs and Performance Shares deferred under the Top Hat Plan which are not reflected in the above table. (12) Includes 34,02012,663 shares that are RSUs held by all executive officers, as a group, that vest within 60 days of December 31, 20192020 and 733,757658,103 shares which all executive officers, as a group, have or had the right to acquire upon the exercise of stock options within 60 days of December 31, 2019.2020.   In addition to the above management holdings, as of December 31, 2019,2020, the 401(k) Plan held 1,133,083928,874 shares of our common stock, or approximately 1.87%1.56% of the shares of our common stock outstanding.   EQUITY COMPENSATION PLAN INFORMATION The following table provides information regarding outstanding optionsStock Options, RSUs and restricted stock unitsPerformance Shares and shares reserved for issuance under our equity compensation plans as of December 31, 2019:2020:   Plan category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)1 Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)2 Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) (c)3 Equity compensation plans approved by security holders 2,029,510 $71.25 2,699,660 Equity compensation plans not approved by security holders(4)             —      —             — Total 2,029,510      — 2,699,660 Plan category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)1 Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)2 Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) (c)3 Equity compensation plans approved by security holders 1,770,181 $77.31 2,156,223 Equity compensation plans not approved by security holders4             —      —             — Total 1,770,181      — 2,156,223   (1) The amount shown in column (a) includes the following: nonqualified stock options of 1,318,290;1,179,761 Nonqualified Stock Options; 87,951 deferred restricted stock units of 132,026; performance-based restricted stock units of 196,130RSUs and deferred Performance Shares; 181,960 Performance Shares (assuming payout levels at maximum - maximum—as a result, this aggregate reported number may overstate actual dilution); and time-based restricted stock units of 383,064.320,509 RSUs. (2) The weighted average exercise price in column (b) includes nonqualified stock options only. (3) The amount shown in column (c) represents common shares remaining available under the 2015 Equity and Incentive Compensation Plan (“Employee Plan”) and the 2015 Stock Plan for Non-Employee Directors (“2015 Director Plan”). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards. The 2015 Director Plan provides for the granting of options, restricted shares and restricted stock units. Under the Employee Plan, for any award that is not an Option Right or Appreciation Right, 3.24 common shares are subtracted from the maximum number of common shares available under the plan for every common share issued under the award. For awards of Option Rights or Appreciation Rights, however, only one common share is subtracted from the maximum number of common shares available under the Employee Plan for every common share granted. The amount in the table assumes payout levels at targetmaximum for performance-based restricted stock units.Performance Shares. Under the Director Plan only one common share is subtracted from the maximum number of common shares available for every common share granted. (4) The Company does not maintain equity compensation plans that have not been approved by its shareholders. 75 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T �� 76 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T OTHER OWNERSHIP OF SHARES   Set forth below is information about the number of shares held by any person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be an owner of more than 5% of the shares of our common stock as of December 31, 2019.2020.   Name and Address of Beneficial Owner Number of Shares and Nature of Beneficial Ownership Percent of Class The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 6,127,7905,599,9271 10.11%9.39% BlackRock, Inc. 55 East 52nd Street New York, New York 10055 5,856,8655,425,3012   9.67%9.10% State Street Corporation One Lincoln Street Boston, Massachusetts 02111 3,537,6213   5.84% JPMorgan Chase & Co. 383 Madison Avenue New York, New York 10179 3,226,2593,919,73343   5.32%6.57%   (1) According to its Schedule 13G/A filed on February 12, 2020,10, 2021, The Vanguard Group has sole voting power over 33,5080 shares, shared voting power over 8,43641,032 shares, sole dispositive power over 6,093,1675,513,957 shares and shared dispositive power over 34,62385,970 shares. In its Schedule 13G/A filing, The Vanguard Group states that the shares of our common stock reported in the filing were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. (2) According to its Schedule 13G/A filed on February 5, 2020,January 29, 2021, BlackRock, Inc. has sole voting power over 5,634,7385,218,485 shares and sole dispositive power over 5,856,8655,425,301 shares. In its Schedule 13G/A filing, BlackRock states that the shares of our common stock reported in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (3) According to its Schedule 13G filed on February 14, 2020, State Street Corporation has shared voting power over 3,408,001 shares and shared dispositive power over 3,537,621 shares. In its Schedule 13G filing, State Street Corporation states that the shares of our common stock reported in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. (4) According to its Schedule 13G filed on January 24, 2020,25, 2021, JPMorgan Chase & Co. has sole voting power over 3,095,2103,779,992 shares and sole dispositive power over 3,226,2593,919,720 shares. In its Schedule 13G filing, JPMorgan Chase & Co. states that the shares of our common stock reported in the filing were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of suchthe securities and were not acquired and are not held in connection with or as a participant in any transaction having suchthat purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. 85 - 86 - COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION   During 2019,2020, each of Messrs. MacDonald, Hilton, and Mason and Ms. Lincoln, Ms. Runtagh and Ms. RuntaghWalker served on the Compensation and Executive Development Committee. No Compensation and Executive Development Committee member was an employee of Lincoln Electric or any of its subsidiaries, and there were no reportable business relationships between Lincoln Electric and the Compensation and Executive Development Committee members. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation and Executive Development Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board. 77 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 78 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T ANNUALANNUAL MEETING PROPOSALS   PROPOSAL 1   Election of 1112 Directors to Serveserve until 20212022 Annual Meeting or until their successors are duly elected and qualified The Board recommends a voteFORall Director Nominees. Our Nominating and Corporate Governance Committee and our Board of Directors have determined that each of the Director nominees possesses the right skills, qualifications and experience to effectively oversee Lincoln Electric’s long-term business strategy.   ➜ See “Proposal 1 - Election of Directors” beginning on page 1819 of this Proxy Statement for additional information.   PROPOSAL 2   Ratification of Independent Registered Public Accounting Firmindependent registered public accounting firm The Board recommends a voteFORthis proposal. Our Board of Directors recommends that shareholders vote “FOR” the ratification of the appointment Ernst & Young LLP as Lincoln Electric’s independent registered public accounting firm for the year ending December 31, 2020.2021.       Fees for professional services provided by Ernst & Young LLP as our independent auditors in each of the last two fiscal years, in each of the following categories are: 2019 2018 2020 2019 Audit Fees $ 3,034,000 $ 3,318,000 $2,713,000 $3,034,000 Audit-Related Fees        60,000         72,000               —       60,000 Tax Fees      180,000       436,000      445,000     180,000 All Other Fees             —              —               —              — Total Fees $ 3,274,000 $ 3,826,000 $3,158,000 $3,274,000   Audit Fees include fees associated with the annual integrated audit of the financial statements and internal control over financial reporting in 20192020 and 2018,2019, the reviews of our quarterly reports on Form 10-Q, certain statutory audits required for our international subsidiaries and services provided in connection with regulatory filings with the SEC. Audit-Related Fees for 2019 and 2018 primarily relate to audit-related services associated with acquisitions, new accounting pronouncements and other international statutory requirements. Tax Fees include tax compliance and tax advisory services. All Other Fees include the fees billed for products and services provided other than the services reported under Audit Fees, Audit-Related Fees and Tax Fees.   AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services performed by our independent auditors, including the scope of and fees for such services. Generally, requests for audit, audit-related and tax services, each as defined in the policy, must be presented for approval prior to the performance of such services, to the extent known at that time. For 2019,2020, the Audit Committee has resolved that four specific categories of services, namely audit services, audit-related services, tax advisory services, and tax compliance services, are permissible without itemized pre-approval in an amount not to exceed for each service:   Pre-Approval Amount Services $200,000 Audit, and Audit-Related services for acquisitions, new accounting pronouncements and other international statutory requirements $800,000 Tax Advisory and Tax Compliance services 87 - 88 - Itemized detail of all such services performed is subsequently provided to the Audit Committee. In addition, our independent auditors are prohibited from providing certain services described in the policy as prohibited services. All of the fees included in Audit Fees, Audit-Related Fees and Tax Fees shown above were pre-approved by the Audit Committee (or included in the $200,000 or $800,000 limits, as applicable, for certain services as detailed above).   Generally, requests for independent auditor services are submitted to the Audit Committee by our Executive Vice President, CFO and Treasurer (or other member of our senior financial management) and our independent auditors for consideration at the Audit Committee’s regularly scheduled meetings. Requests for additional services in the categories mentioned above may be approved at subsequent Audit Committee meetings to the extent that none of such services is performed prior to its approval (unless such services are included in the categories of services that fall within the dollar limits detailed above). The Chairman of the Audit Committee is also delegated the authority to approve independent auditor services requests under certain dollar thresholds provided that the pre-approval is reported at the next meeting of the Audit Committee. All requests for independent auditor services must include a description of the services to be provided and the fees for such services.   Representatives of Ernst & Young LLP are expected to be available at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate shareholder questions. Although ratification of the appointment of the independent auditors is not required by law, the Audit Committee and the Board believe that shareholders should be given the opportunity to express their views on the subject. While not binding on the Audit Committee or the Board, the failure of the shareholders to ratify the appointment of Ernst & Young LLP as our independent auditors would be considered by the Board in determining whether or not to continue the engagement of Ernst & Young LLP. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of independent auditors, whether or not our shareholders ratify the appointment.   MAJORITY VOTE NEEDED Ratification requires the affirmative vote of the majority of the shares of our common stock present or represented and entitled to vote on the matter at the Annual Meeting. Unless otherwise directed, shares represented by proxy will be votedFORratification of the appointment of Ernst & Young LLP. Abstentions will have the same effect as a vote “against” the proposal.   YOUR BOARD OF DIRECTORS RECOMMENDS A VOTEFORRATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 79 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 80 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T PROPOSAL 3   Approval, on an Advisory Basis,advisory basis, of Named Executive OfficerNEO Compensation The Board recommends a vote FOR this proposal. Our Board recommends that shareholders vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (NEOs)NEOs for 2019.2020.         Say-on-Pay Vote at 2019 Annual Meeting   The Compensation and Executive Development Committee believes that the historically positive say-on-pay shareholder vote reinforcesvotes reinforce the philosophy and objectives of our executive compensation program. We conduct annual say-on-pay votes. Our next say-on-pay vote will be held at the 20212022 Annual Meeting.   Our compensation philosophy is to pay for performance, a philosophy that has been rooted in our history and tradition for 125 years. Our compensation program consists of elements designed to complement one another and focus on both short-term and long-term performance. The Compensation and Executive Development Committee regularly reviews peer group data and best practices and trends related to executive compensation to help ensure that our programs are properly aligned with our business strategy and philosophy, as well as promote shareholder value. The Committee receives advice from independent consultants. In addition to the information provided earlier in the CD&A section, we believe shareholders should consider the following in determining whether to approve this proposal:   OUR CULTURE AND PERFORMANCE   To maintain a performance-driven culture, we:   ·•  expect our executives to deliver above-market financial results; · •  take action when needed to address specific business challenges; and •  provide systems that tie executive compensation to superior financial performance;   ·  take action when needed to address specific business challenges; and ·•  maintain good governance practices in the design and operation of our executive compensation programs.   We have a long track record of delivering increased value to our shareholders.   PAY FOR PERFORMANCE   In designing our executive compensation programs, a core philosophy is that our executives should be rewarded when they deliver financial results that provide value to our shareholders. Therefore, we have established a program that ties executive compensation to superior financial performance. 89 - 90 - We have a balanced pay mix between short-term and long-term incentives:   ·•  Base Salaries. Base salaries for our NEOs are generally targeted at the 45th percentile of benchmark data (below market median). For 2019,2020, the average base salary increase for the continuing NEOs was 5.9%0.5%. ·•  Annual Bonus Awards Are Aligned with Our Performance and Contain a Balanced Mix of Metrics. The total cash compensation for our NEOs, which includes base pay and the annual bonus (EMIP), is targeted at the 65th percentile of benchmark data (above market median). The EMIP is based on a balance of metrics—both financial and personal—with the financial components based on EBITB and AOWC/Sales for Compensation Purposes and with a mix of consolidated and, if applicable, segment performance. For 2019,2020, annual bonus payments for the continuing NEOs decreased 18%increased 19%.   ·•  Performance Share Payouts Were AboveSlightly Below Target. For the 2017-20192018-2020 performance cycle, the Performance Shares paid out aboveslightly below target, as a result of ROIC for Compensation Purposes performance above target and Adjusted Net Income for Compensation Purposes performance abovebelow threshold. ·•  Long-Term Incentives Are Aligned with the Interests of Our Shareholders. We believe that incentives should be based on factors that deliver long-term sustainability for Lincoln Electric. Therefore, the NEOs receive three types of long-term incentives. The three components are: (1) stock options, (2) RSUs and (3) Performance Shares. Total awards are targeted at the 50th percentile of benchmark data (at market median).   GOOD GOVERNANCE PRACTICES   In addition to our emphasis on pay for performance, we design our programs to be current with best practices and good corporate governance. We also consider the risks associated with any particular program, design or compensation decision. We believe these assessments result in sustained, long-term shareholder value. Some of the governance practices include:   ·•  Officers Are Subject to Stock Ownership Guidelines ·•  Compensation and Executive Development Committee Receives Regular Updates ·•  Compensation and Executive Development Committee Retains Independent Advisors ·•  No Compensation Consultant Conflicts of Interest ·•  No Multi-Year Guarantees on Compensation ·•  No Dividends on Unvested RSUs or Performance Shares   ·•  Broad Clawback Policy ·•  Change in Control Agreements Require a Double-Trigger ·•  No Tax Gross-Ups ·•  No Hedging or Pledging of Lincoln Electric stockStock by officersOfficers ·•  Limited Perquisites   As illustrated above, the Compensation and Executive Development Committee has and will continue to take action to structure our executive compensation program in a manner that is performance-based, current with best practices and good corporate governance and aimed at sustaining long-term shareholder value. The Board believes that the executive compensation disclosed in the CD&A section, tabular disclosures (including the 20192020 Summary Compensation Table) and other narrative disclosures in this Proxy Statement aligns with our peer group pay practices and compensation philosophy.   As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, we are asking you to cast an advisory (non-binding) vote on the following resolution at the Annual Meeting:   RESOLVED,that the compensation awarded to our NEOs, as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) in this Proxy Statement, as required by the rules of the Securities and Exchange Commission, is hereby approved on an advisory basis. 81 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 82 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T YOUR VOTE MATTERS TO US   As an advisory vote, this proposal is not binding on us. However, the Compensation and Executive Development Committee, which is responsible for designing and administering our executive compensation programs, values the opinions expressed by shareholders in their vote on this proposal and expects to consider the outcome of the vote when making future compensation decisions for NEOs.   MAJORITY VOTE NEEDED   A favorable vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote on the matter is necessary for approval of the proposal. Abstentions will have the same effect as a vote “against” the proposal and broker non-votes will not be counted for determining whether the proposal is approved.   YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE,FORAPPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 91 - 92 - AUDIT COMMITTEE REPORT   The Audit Committee consists solely of independent Directors within the meaning of the Nasdaq listing standards. The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Annual Report, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.   The Audit Committee discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received and has discussed with the independent auditors written disclosures regarding their independence as required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence.   The Audit Committee discussed with our internal and independent auditors the overall scope and plan for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.   In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20192020 for filing with the SEC. The Audit Committee and the Board have also recommended the selection of Ernst & Young LLP as our independent auditors for the year ending December 31, 20202021 and the ratification thereof by the shareholders.   By the Audit Committee: Stephen G. Hanks, Chair Curtis E. Espeland Patrick P. Goris G.Russell G. Russell Lincoln Ben P. Patel 83 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 84 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T FAQS   Who is soliciting proxies and why? Who is paying for the cost of this proxy solicitation? The Board solicits the proxy and the Company pays the solicitation cost. Certain officers and employees may also solicit proxies, but do not receive compensation for these activities. We also reimburse custodians, nominees and fiduciaries for reasonable expenses incurred to forward and obtain proxy materials from beneficial holders.   How do we distribute proxy materials to shareholders sharing the same address? We use “householding” rules to deliver only one set of voting materials (Annual Report and Proxy Statement) to shareholders who share the same address, unless we receive contrary instructions from one or more shareholders at that address. Each shareholder receives a separate proxy card. We will promptly deliver upon request a separate set of proxy materials.   How do I obtain a separate set of proxy materials at no cost? Send a written notice to the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199.   Who may vote? Record holders as of the close of business on February 28, 202026, 2021 (the record date) are entitled to vote at the Annual Meeting. As of the record date, 60,156,99859,659,764 shares of our common stock were outstanding and each share is entitled to one vote per proposal brought before the meeting.   What is required for there to be a quorum at the Annual Meeting? Holders of at least a majority of the shares of our common stock issued and outstanding on the record date (February 28, 2020)26, 2021) must be present, in person or by proxy, to constitute a quorum.   How do I attend and participate in the Annual Meeting? Any shareholder of record as of the record date (February 28, 2020)26, 2021) can attend the Annual Meeting online atwww.virtualshareholdermeeting.com/LECO2020.LECO2021. The webcast will start at 11:00 a.m. ET. Shareholders may submit pre-meeting questions online by visitingwww.proxyvote.com.Questions must be submitted by Monday, April 20, 202019, 2021 at 5:00 p.m. ET. You will need your 16-digit control number that is printed on your proxy card or on the instructions that accompanied your proxy materials to access the meeting. Instructions on how to attend the Annual Meeting are posted atwww.virtualshareholdermeeting.com/LECO2020.LECO2021. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process.   If you encounter any technical difficulties accessing the virtual meeting during check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.   Why is the Annual Meeting a virtual, online meeting? As a part of our precautions regarding COVID-19 (coronavirus), we have decided to hold our Annual Meeting solely online.in a virtual meeting setting. We believe that hosting a virtual meeting under the current environment will facilitate shareholder attendance and participation by enabling shareholders to participate from any location around the world and improves our ability to communicate more effectively with our shareholders. We have designed the virtual meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. We are providing opportunities for shareholders to submit questions prior to the meeting to enable us to address appropriate questions at the Annual Meeting.   What is the difference between holding shares as a registered shareholder or as a beneficial holder? · Registered Shareholders:If your shares are directly registered in your name with our transfer agent/registrar, you are considered the registered shareholder, or shareholder of record. Proxy materials will be sent directly to you and you may vote during the meeting atwww.virtualshareholdermeeting.com/LECO2020 Registered Shareholders: If your shares are directly registered in your name with our transfer agent/registrar, you are considered the registered shareholder, or shareholder of record. Proxy materials will be sent directly to you and you may vote during the meeting at www.virtualshareholdermeeting.com/LECO2021, or by telephone, by Internet, or by mail in the envelope provided. 93 - · Beneficial Holders:You are a beneficial holder if your shares are held indirectly in a brokerage account, by a trustee, or by another nominee. These entities are considered the shareholder of record and the shares are considered held in “street name.” Proxy materials are sent to the entity and they forward a voting instruction card to you, the beneficial holder. As a beneficial holder, you have the right to direct the entity on how to vote your shares and you may also attend the Annual Meeting. Since you are not the shareholder of record, you may not vote during the meeting unless you obtain a legal proxy from the entity that holds your shares. Please refer to the information your broker, trustee or nominee provided to see what voting options are available to you. If you have not heard from your broker, trustee or nominee, please contact them.94 - Beneficial Holders: You are a beneficial holder if your shares are held indirectly in a brokerage account, by a trustee, or by another nominee. These entities are considered the shareholder of record and the shares are considered held in “street name.” Proxy materials are sent to the entity and they forward a voting instruction card to you, the beneficial holder. As a beneficial holder, you have the right to direct the entity on how to vote your shares and you may also attend the Annual Meeting online. Since you are not the shareholder of record, you may not vote during the meeting unless you obtain a legal proxy from the entity that holds your shares. Please refer to the information your broker, trustee or nominee provided to see what voting options are available to you. If you have not heard from your broker, trustee or nominee, please contact them.   What shares are included on the proxy card?         What shares are included on the proxy card?     Shareholder type: Registered Shareholder & participant in The Lincoln Electric Company Employee Savings Plan (401(k) Plan) Beneficial Holder with shares held by a broker, trustee or nominee Both a Registered Shareholder and a Beneficial Holder of shares Shares included on the proxy card: All shares registered in your name will be represented (including 401(k) plan shares)   Note:If you do not have identical names on your accounts, we cannot consolidate your share information. You will receive a voting instruction form from your broker, trustee or nominee instructing you on how to vote. You will receive a proxy card from us and a voting instruction form from your broker, trustee or nominee instructing you on how to vote.           What is a broker non-vote and what effect does it have? A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial holder and is then unable to vote the shares.If you hold your shares beneficially through a broker, trustee or nominee, you must communicate your voting instructions to them to have your shares voted.voted. Please note that your nominee cannot vote on your behalf on the election of Directors (Proposal 1) and the approval, on an advisory basis, of NEO compensation (Proposal 3) unless you provide specific voting instructions to them by following the instructions provided to you.   Broker non-votes, as well as abstentions, will be counted to determine whether a quorum is present at the Annual Meeting. Broker non-votes will not be counted when determining votes for a particular proposal (i.e., it will not be considered a vote “cast”).   How do I vote? Registered Shareholders Vote during the meeting atwww.virtualshareholdermeeting.com/LECO2020LECO2021 or by proxy in any one of four ways outlined in the Proxy Summary section of this Proxy Statement.   Participants in the 401(k) Plan The 401(k) Plan’s independent Trustee, Fidelity Management Trust Company, will vote your 401(k) Plan shares according to your voting directions, which you can provide by Internet, telephone or mail. As 401(k) Plan shares are held in a qualified plan, you are not able to vote 401(k) Plan shares during the Annual Meeting. If you do not vote, the Trustee will not vote your plan shares.   Beneficial Holders If your shares are held by a bank, broker, trustee or some other nominee (in street name), that entity will give you separate voting instructions.   What happens if I sign, date and return my proxy but do not specify how I want my shares voted on the proposals? Registered Shareholders:Your shares will be votedFORthe election of all of the Director nominees,FORthe ratification of the appointment of our independent registered public accounting firm, andFORthe approval, on an advisory basis, of the compensation of our NEOs. 85 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 86 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T Beneficial Holders:Your nominee cannot vote your uninstructed shares on non-routine matters such as Proposal 1 (election of Directors) and Proposal 3 (approval, on an advisory basis, of NEO compensation). Your nominee can vote your uninstructed shares on routine matters such as Proposal 2 (ratification of the appointment of our independent registered public accounting firm).   May I revoke my proxy or change my vote? Registered Shareholders:Yes, you may change or revoke your proxy prior to the closing of the polls in any one of the following FOUR ways:   1. Send a written notice to our Corporate Secretary stating that you want to revoke your proxy; 2. Mail a completed and signed proxy card with a later date, but prior to the cut-off dates prior to the Annual Meeting (which will automatically revoke the earlier proxy); 3. Vote by telephone or Internet at a later date, but prior to the cut-off dates prior to the Annual Meeting (which will automatically revoke the earlier proxy); or 4. Vote during the Annual Meeting atwww.virtualshareholdermeeting.com/LECO2020LECO2021. Because 401(k) plan shares are held in a qualified plan, you are not able to revoke or change your vote on 401(k) plan shares at the Annual Meeting.   Beneficial Holders:Check with your broker, trustee or nominee to determine how to change your vote.   Who counts the votes? Broadridge Financial Solutions, Inc. is the independent agent who receives and tabulates the votes. They are also our inspector of elections at the Annual Meeting.   May I receive future shareholder communications over the Internet? Registered Shareholders:Yes. Please mark the appropriate box on your proxy card, or follow the prompts if voting by telephone or Internet.   Beneficial Holders:Refer to the information provided by your nominee on how to select future shareholder communications by Internet.   When are shareholder proposals due to be considered for inclusion in next year’s Annual Meeting in 2021?2022? In order to have a shareholder proposal included in Lincoln Electric’sour proxy materials for the 20212022 Annual Meeting, a shareholder proposal must be received in writing by the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199 on or before November 20, 2020.19, 2021.   If shareholders want to present proposals at our 20212022 Annual Meeting that are not included in Lincoln Electric’s proxy materials, they must comply with the requirements in our Amended and Restated Code of Regulations. These include providing a written notice containing certain information, and such notice must be received no earlier than December 23, 20202021 and no later than January 22, 2021.2022. If the Board of Directors chooses to present any information submitted after the applicable deadlines at the 20212022 Annual Meeting, then the persons named in proxies solicited by the Board for the 20212022 Annual Meeting may exercise discretionary voting power with respect to such information.   May I submit a nomination for Director? Yes. A shareholder must send a written notice to the Corporate Secretary at Lincoln Electric Holdings, Inc., 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199. The notice must include information about the shareholder and the person he or she intends to nominate, which is required by our Amended and Restated Code of Regulations. Nominations must be received in the Corporate Secretary’s Office at least 80 days before the date of the annual meeting at which the nomination is to be made.   If we have not publicly announced the date of the annual meeting more than 90 days prior to the annual meeting date, shareholder nominations would have needed to be received in the Corporate Secretary’s Office no later than the close of business on the tenth day following the day on which we publicly announced the date of the annual meeting. For the 20202021 Annual Meeting, we had to receive nominations no later than the close of business on February 2, 2020,January 22, 2021, as we publicly announced the date of this year’s Annual Meeting on January 13, 2020,12, 2021, which is more than 90 days prior to this year’s Annual Meeting date. Accordingly, no additional nominations can be made for this year’s Annual Meeting. 95 -   96 -           HOW DO I CONTACT LINCOLN ELECTRIC?       FOR GENERAL INFORMATION:   Lincoln Electric Holdings, Inc. 22801 St. Clair Avenue Cleveland, Ohio 44117-1199 Attention: Amanda Butler, Vice President, Investor Relations & Communications TO CONTACT THE DIRECTORS:   Lincoln Electric Holdings, Inc. 22801 St. Clair Avenue Cleveland, Ohio 44117-1199 Attention: Corporate Secretary         Please name any specific intended Board recipient(s) in the communication. Prior to forwarding any correspondence, the Corporate Secretary will review the correspondence and, at his or her discretion, may not forward certain items if they are deemed of a frivolous nature or otherwise inappropriate for the Board’s consideration. In such cases, some of that correspondence may be forwarded elsewhere within Lincoln Electric for review and possible response.             Please visit our website atwww.lincolnelectric.comfor current developments at Lincoln Electric. The information on our website is not incorporated by reference into this Proxy Statement or any of our periodic reports.       87 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   88 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T APPENDIX A—DEFINITIONS AND NON-GAAP FINANCIAL MEASURES   The discussion of our results in the CD&A and other sections of this Proxy Statement includes reference to our EBIT, EBITB, Adjusted net income, Adjusted diluted earnings per share, Adjusted EBIT, Adjusted operating income, Adjusted operating income margin, Adjusted effective tax rate, Return on Invested Capital (ROIC), Average Operating Working Capital to Sales (AOWC/Sales), 3-year and 5-year Total Shareholder Return (TSR), Organic Sales, Cash Conversion and Free Cash Flow (FCF) performance. Some of these metrics are considered Non-GAAP financial measures, as management uses various GAAP and non-GAAP financial measures in assessing and evaluating our underlying operating performance. Non-GAAP financial measures exclude the impact of special items on our reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States (“GAAP”), as non-GAAPnon- GAAP measures are a supplement to, and not a replacement for, GAAP financial measures. The following defines the financial and non-GAAP financial measures discussed in the CD&A and other sections of this Proxy Statement. Certain reclassifications have been made to prior year financial statements and financial measures to conform to current year classifications.   ADJUSTED DILUTED EARNINGS PER SHARE Adjusted Diluted Earnings Per Share is defined as reported Diluted Earnings Per Share excluding certain disclosed special items.   ADJUSTED EBIT Adjusted EBIT is defined as reported EBIT excluding certain disclosed special items.   ADJUSTED EFFECTIVE TAX RATE Adjusted Effective Tax Rate is defined as reported Effective Tax Rate excluding the tax effect of certain disclosed special items.   ADJUSTED NET INCOME Adjusted Net Income is defined as reported Net Income excluding certain disclosed special items.   ADJUSTED NET INCOME FOR COMPENSATION PURPOSES Adjusted Net Income for Compensation Purposes is defined as reported Net Income excluding certain disclosed special items and other adjustments as approved by the Compensation and Executive Development Committee.   ADJUSTED OPERATING INCOME Adjusted Operating Income is defined as reported Operating Income excluding certain disclosed special items.   ADJUSTED OPERATING INCOME MARGIN Adjusted Operating Income Margin is defined as Adjusted Operating Income divided by Net sales.   AOWC/SALES AOWC/Sales is defined as net operating working capital as of period end divided by annualized rolling three months of sales. Net operating working capital is defined as Accounts receivable plus Inventory less Trade accounts payable. 97 - 98 - AOWC/SALES FOR COMPENSATION PURPOSES AOWC/Sales for Compensation Purposes is defined as the three-month average operating working capital (gross accounts receivable plus gross inventory less trade accounts payable) divided by the rolling twelve-months of sales calculated at budgeted exchange rates and adjusted for the results of businesses acquired during the year.   CASH CONVERSION Cash Conversion is defined as Free Cash Flow divided by Adjusted Net Income.   EBIT EBIT is an amount equal to earnings before interest and tax defined as operating income plus Other income (expense).   EBITB EBITB is an amount equal to earnings before interest, tax and bonus, calculated at budgeted exchange rates and adjusted for special items as determined by management. The adjustments for special items include such items as rationalization charges, certain asset impairment charges, the gains and losses on certain transactions including the disposal of assets and the results of businesses acquired during the year. Adjusted Operating Income is a representative measure of EBITB.   FREE CASH FLOW (FCF) Free Cash Flow is defined as Net cash provided by operating activities less Capital expenditures.   ORGANIC SALES Organic Sales is defined as sales excluding the effects of foreign currency and acquisitions.   RETURN ON INVESTED CAPITAL (ROIC) ROIC is defined as rolling 12 months of Adjusted net income excluding tax-effected interest income and expense divided by Invested capital. Invested capital is defined as total debt, which includes Amounts due banks, Current portion of long-term debt and Long-term debt, less current portion, plus Total equity.   RETURN ON INVESTED CAPITAL (ROIC) FOR COMPENSATION PURPOSES ROIC for Compensation Purposes is calculated by an independent third-party and is adjusted for certain transactions as approved by the Compensation and Executive Development Committee. In 2015, pension settlement charges primarily related to the purchase of a group annuity contract were excluded. In 2016, the ROIC for Compensation Purposes was adjusted to exclude the incremental balance in cash and marketable securities as of December 31, 2016 compared with the December 31, 2013 balance, as well as interest expense, associated with the long-term notes drawn as a result of the execution of our capital allocation strategy.   TOTAL SHAREHOLDER RETURN (TSR) TSR is an amount equal to the net stock price change for our common stock plus the reinvestment of dividends paid over the prescribed period of time. 89 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T 90 - L I N C O L N   E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T ADJUSTED OPERATING INCOME The following table presents a reconciliation of Operating income as reported to Adjusted operating income for the years ended December 31, 20092018 to 2019:2020:   ($ in thousand)   Year Ended December 31,       2019   2018   2017   2016   2015   2014   2013   2012   2011   2010   2009   Operating income (as reported)   $ 370,910     $ 375,539     $ 376,942     $ 283,614     $ 324,582     $ 367,080     $ 413,705     $ 376,801     $ 305,719     $ 200,182     $ 115,252   Special items (pre-tax):                                                                                         Rationalization and asset impairment charges     15,188       25,285       6,590       —       19,958       30,053       8,463       9,354       282       (384 )     29,897   Venezuela deconsolidation and remeasurement losses     —       —       —       34,348       27,214       21,133       12,198       —       —       3,123       —   Bargain purchase gain     —       —       (49,650 )     —       —       —       —       —       —       —       —   Gains on asset disposals     (3,045 )     —       —       —       —       —       —       —       —       —       —   Acquisition transaction and integration costs     1,804       4,498       15,002       —       —       —       —       —       —       —       —   Amortization of step up in value of acquired inventories     3,008       —       4,578       —       —       —       —       —       —       —       —   Other     —       —       —       —       —       —       705       1,381       —       —       —   Adjusted operating income   $ 387,865     $ 405,322     $ 353,462     $ 317,962     $ 371,754     $ 418,266     $ 435,071     $ 387,536     $ 306,001     $ 202,921     $ 145,149   Adjusted operating income margin     12.9 %     13.4 %     13.5 %     14.0 %     14.7 %     14.9 %     15.3 %     13.6 %     11.4 %     9.8 %     8.4 % ($ in thousand)   Year Ended December 31,     2020   2019   2018 Operating income (as reported)   $ 282,071     $ 370,910     $ 375,539   Special items (pre-tax):                         Rationalization and asset impairment charges     45,468       15,188       25,285   Gains on asset disposals     —       (3,045 )     —   Acquisition transaction and integration costs     —       1,804       4,498   Amortization of step up in value of acquired inventories     806       3,008       —   Adjusted operating income   $ 328,345     $ 387,865     $ 405,322   Adjusted operating income margin     12.4 %     12.9 %     13.4 % ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE The following table presents reconciliations of Net income and Diluted earnings per share as reported to Adjusted net income and Adjusted diluted earnings per share for the years ended December 31, 20092018 to 2019:2020:   ($ in thousands except per share amounts)   Year Ended December 31,       2019   2018   2017   2016   2015   2014   2013   2012   2011   2010   2009   Net income (as reported)   $ 293,109     $ 287,066     $ 247,503     $ 198,399     $ 127,478     $ 254,686     $ 293,780     $ 257,411     $ 217,186     $ 130,244     $ 48,576   Special items:                                                                                         Rationalization and asset impairment charges     15,188       25,285       6,590       —       19,958       30,053       8,463       9,354       282       (384 )     29,897   Venezuela deconsolidation and remeasurement losses     —       —       —       34,348       27,214       21,133       12,198       —       —       3,123       —   Pension settlement charges     —       6,686       8,150       —       142,738       —       —       —       —       —       (2,144 ) Bargain purchase gain     —       —       (49,650 )     —       —       —       —       —       —       —       —   Gains on asset disposals     (3,554 )     —       —       —       —       —       —       —       —       —       —   Gain on change in control     (7,601 )     —       —       —       —       —       —       —       —       —       —   Acquisition transaction and integration costs     1,804       4,498       15,002       —       —       —       —       —       —       —       —   Amortization of step up in value of acquired inventories     3,008       —       4,578       —       —       —       —       —       —       —       —   Other     —       —       —       —       —       (805 )     (363 )     1,381       —       1,782       2,877   Tax effect of Special items     (7,386 )     (6,896 )     20,536       (8,293 )     (57,204 )     861       (890 )     (2,387 )     (4,889 )     (5,165 )     (6,108 ) Adjusted net income   $ 294,568     $ 316,639     $ 252,709     $ 224,454     $ 260,184     $ 305,928     $ 313,188     $ 265,759     $ 212,579     $ 129,600     $ 73,098                                                                                             Diluted earnings per share (as reported)   $ 4.68     $ 4.37     $ 3.71     $ 2.91     $ 1.70     $ 3.18     $ 3.54     $ 3.06     $ 2.56     $ 1.53     $ 0.57   Special items per share   $ 0.02     $ 0.45     $ 0.08     $ 0.38     $ 1.78     $ 0.64     $ 0.23     $ 0.10     $ (0.05 )   $ (0.01 )   $ 0.29   Adjusted diluted earnings per share   $ 4.70     $ 4.82     $ 3.79     $ 3.29     $ 3.48     $ 3.82     $ 3.77     $ 3.16     $ 2.51     $ 1.52     $ 0.86   ($ in thousands except per share amounts)   Year Ended December 31,     2020   2019   2018 Net income (as reported)   $ 206,115     $ 293,109     $ 287,066   Special items:                         Rationalization and asset impairment charges     45,468       15,188       25,285   Pension settlement charges     8,119       —       6,686   Gains on asset disposals     —       (3,554 )     —   Gain on change in control     —       (7,601 )     —   Acquisition transaction and integration costs     —       1,804       4,498   Amortization of step up in value of acquired inventories     806       3,008       —   Tax effect of Special items     (10,594 )     (7,386 )     (6,896 ) Adjusted net income   $ 249,914     $ 294,568     $ 316,639                             Diluted earnings per share (as reported)   $ 3.42     $ 4.68     $ 4.37   Special items per share   $ 0.73     $ 0.02     $ 0.45   Adjusted diluted earnings per share   $ 4.15     $ 4.70     $ 4.82     9199 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T     92100 - L I N C O L N E L E C T R I C : 2 0 2 0 P R O X Y S T A T E M E N T   RETURN ON INVESTED CAPITAL (ROIC) The following table presents calculations of ROIC for the years ended December 31, 20092018 to 2019:2020:   ($ in thousands)   Year Ended December 31,       2019   2018   2017   2016   2015   2014   2013   2012   2011   2010   2009   Adjusted net income   $ 294,568     $ 316,639     $ 252,709     $ 224,454     $ 260,184     $ 305,928     $ 313,188     $ 265,759     $ 212,579     $ 129,600     $ 73,098   Plus: Interest expense (after-tax)     19,465       18,386       14,947       11,775       13,469       6,439       1,767       2,597       4,164       4,156       5,293   Less: Interest income (after-tax)     1,896       5,206       2,955       1,291       1,675       1,909       2,049       2,471       1,938       1,479       2,150   Adjusted net income before tax effected interest   $ 312,137     $ 329,819     $ 264,701     $ 234,938     $ 271,978     $ 310,458     $ 312,906     $ 265,885     $ 214,805     $ 132,277     $ 76,241   Invested capital   $ 1,566,348     $ 1,590,252     $ 1,638,720     $ 1,417,799     $ 1,287,073     $ 1,356,435     $ 1,549,775     $ 1,378,596     $ 1,296,620     $ 1,247,183     $ 1,209,392   Return on invested capital     19.9 %     20.7 %     16.2 %     16.6 %     21.1 %     22.9 %     20.2 %     19.3 %     16.6 %     10.6 %     6.3 % ($ in thousands)   Year Ended December 31,     2020   2019   2018 Adjusted net income   $ 249,914     $ 294,568     $ 316,639   Plus: Interest expense (after-tax)     17,933       19,465       18,386   Less: Interest income (after-tax)     1,486       1,896       5,206   Adjusted net income before tax effected interest   $ 266,361     $ 312,137     $ 329,819   Invested capital   $ 1,508,440     $ 1,566,348     $ 1,590,252   Return on invested capital     17.7 %     19.9 %     20.7 %   CASH CONVERSION The following table presents calculations of Cash Conversion for the years ended December 31, 20172018 to 2019:2020:   ($ in thousands) Year Ended December 31,   2019 2018 2017 Cash flow from operations $403,185 $329,152 $334,845 Less:  Capital  expenditures     69,615     71,246     61,656 Free Cash Flow $333,570 $257,906 $273,189 Adjusted net income $294,568 $316,639 $252,709 Cash  Conversion        113%          81%        108% ($ in thousands)   Year Ended December 31,     2020   2019   2018 Cash flow from operations   $ 351,362     $ 403,185     $ 329,152   Less: Capital expenditures     59,201       69,615       71,246   Free Cash Flow   $ 292,161     $ 333,570     $ 257,906   Adjusted net income   $ 249,914     $ 294,568     $ 316,639   Cash Conversion     117 %     113 %     81 %             22801 ST. CLAIR AVE. c/o JENNIFER ANSBERRY CLEVELAND, OH 44117   VOTE BY INTERNET Before The Meeting -Go towww.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 21, 2020.2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.                       During The Meeting- Go towww.virtualshareholdermeeting.com/LECO2020LECO2021     You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.           VOTE BY PHONE - 1-800-690-6903       Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 21, 2020.2021. Have your proxy card in hand when you call and then follow the instructions.               VOTE BY MAIL       Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received no later than 11:59 P.M. Eastern Time the day before the cut-off date.         TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:   E99415-P31661D30695-P49101 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                                             LINCOLN ELECTRIC HOLDINGS, INC.   For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.             The Board of Directors Recommends a VoteFOR the nominees listed in Proposal 1,FOR Proposal 2 andFOR Proposal 3. All of the proposals have been proposed by Lincoln Electric. The shares represented by your proxy will be voted in accordance with the voting instructions you specify below.                   o o o                                                                                                                     1. Election of directors:                         Nominees:                             01) Curtis E. Espeland 07) William E. MacDonald, III                         02) Patrick P. Goris 08) Christopher L. Mapes                         03) Stephen G. Hanks 09) Phillip J. Mason                         04) Michael F. Hilton 10) Ben P. Patel                         05) G. Russell Lincoln 11) Hellene S. Runtagh                         06) Kathryn Jo Lincoln               For   Against   Abstain                                       2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.   o o o                                       3. To approve, on an advisory basis, the compensation of our named executive officers.   o o o                                       In their discretion, the proxies named herein are also authorized to take any action upon any other business that may properly come before the Annual Meeting, or any adjournment(s) or postponement(s) to the Annual Meeting.                                               Address Change? Mark box, sign, and indicate changes on the back: o                                                                             I consent to access future shareholder communications over the Internet as stated in the proxy statement. o o                             Yes No                   Please sign exactly as your name(s) appear(s) on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.   If you sign, date and return your proxy but do not give specific voting instructions, your votes will be cast FOR all nominees in Proposal 1, FOR Proposal 2 and FOR Proposal 3.                                                                                                                                                           Signature [PLEASE SIGN WITHIN BOX]   Date       Signature (Joint Owners) Date                                                       LINCOLN ELECTRIC HOLDINGS, INC.   For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.             The Board of Directors Recommends a Vote FOR the nominees listed in Proposal 1, FOR Proposal 2 and FOR Proposal 3. All of the proposals have been proposed by Lincoln Electric. The shares represented by your proxy will be voted in accordance with the voting instructions you specify below.                   o o o                                                                                                                     1. Election of directors:                         Nominees:                             01) Curtis E. Espeland 07) William E. MacDonald, III                         02) Patrick P. Goris 08) Christopher L. Mapes                         03) Stephen G. Hanks 09) Phillip J. Mason                         04) Michael F. Hilton 10) Ben P. Patel                         05) G. Russell Lincoln 11) Hellene S. Runtagh                         06) Kathryn Jo Lincoln 12) Kellye L. Walker           For  Against Abstain                                       2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.   o o o                                       3. To approve, on an advisory basis, the compensation of our named executive officers.   o o o                                       In their discretion, the proxies named herein are also authorized to take any action upon any other business that may properly come before the Annual Meeting, or any adjournment(s) or postponement(s) to the Annual Meeting.                                                                             Yes No                                                   I consent to access future shareholder communications over the Internet as stated in the proxy statement. o o                                                   Please sign exactly as your name(s) appear(s) on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.   If you sign, date and return your proxy but do not give specific voting instructions, your votes will be cast FOR all nominees in Proposal 1, FOR Proposal 2 and FOR Proposal 3.                                                                                                                                                           Signature [PLEASE SIGN WITHIN BOX]   Date       Signature (Joint Owners) Date           LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL MEETING OF SHAREHOLDERS Wednesday,Thursday, April 22, 20202021 11:00 a.m. (ET) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report with Form 10-K are available at www.proxyvote.com.       E99416-P31661D30696-P49101     LINCOLN ELECTRIC HOLDINGS, INC. PROXY AND VOTING INSTRUCTION         THIS PROXY AND THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 22, 2020.2021. The shareholder signing this card appoints Christopher L. Mapes, Vincent K. PetrellaGabriel Bruno and Jennifer I. Ansberry, together or separately, as proxies, each with the power to appoint a substitute. They are directed to vote, as indicated on the reverse side of this card, all the Lincoln Electric common shares held by the signing shareholder on the record date, at the Annual Meeting of Shareholders to be held at 11:00 a.m., Eastern Time, on April 22, 2020,2021, via live webcast at www.virtualshareholdermeeting.com/LECO2020LECO2021 or at any postponement(s) or adjournment(s) of the meeting, and, in their discretion, on all other business properly brought before the meeting or at any postponement(s) or adjournment(s) of the meeting. As described more fully in the proxy statement and below, this card also provides voting instructions to Fidelity Management Trust Company, as Trustee under The Lincoln Electric Company Employee Savings Plan ("(“401(k) Plan” or “Plan”). The signing Plan participant directs the Trustee to vote, as indicated on the reverse side of this card, all the Lincoln Electric common shares credited to the account of the signing Plan participant as of the record date, at the Annual Meeting of Shareholders, and in the Trustee’sTrustee's discretion, on all other business properly brought before the meeting. NOTE TO PARTICIPANTS IN THE 401 (K) PLAN. As a participant in the 401(k) Plan, you have the right to direct Fidelity Management Trust Company, as Trustee for the Plan, to vote the shares allocated to your Plan account. Participant voting directions will remain confidential. To direct the Trustee by mail to vote the shares allocated to your Plan account, please mark the voting instruction form and sign and date it on the reverse side. A postage-paid envelope for mailing has been included with your materials. To direct the Trustee by telephone or over the Internet to vote the shares allocated to your Plan account, please follow the instructions and use theCompany Number given on the reverse side. Each participant who gives the Trustee voting directions acts as a named fiduciary for the 401(k) Plan under the provisions of the Employee Retirement Income Security Act of 1974, as amended. If you do not give specific voting directions on the voting instruction form or when you vote by phone or over the Internet, the Trustee will vote the Plan shares as recommended by the Board of Directors. If you do not return the voting instruction form or do not vote by phone or over the Internet by 11:59 p.m. Eastern Time on April 19, 2020,2021, the Trustee shall not vote the Plan shares. Plan shares representing forfeited account values that have not been reallocated at the time of the proxy solicitation will be voted by the Trustee in proportion to the way other 401(k) Plan participants directed their Plan shares to be voted.                                                     Address Changes/Comments:                       (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)   See reverse for voting instructions.