LINCOLN ELECTRIC HOLDINGS INC, DEF 14A filed on 3/19/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name LINCOLN ELECTRIC HOLDINGS, INC.
Entity Central Index Key 0000059527
Amendment Flag false
v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure [Table]          
Pay vs Performance Disclosure, Table
  1 1 1,2,3 1,2,3 1 1,2,3 4 4   5
Year Summary
Compensation
Table (SCT)
Total
for PEO 11
($)		 SCT
Total
for
PEO 21
($)		 Compensation
Actually Paid
to PEO 11,2,3
($)		 Compensation
Actually Paid
to PEO 21,2,3
($)		 Average
SCT Total
for Non-PEO
NEOs1
($)		 Average
Compensation
Actually Paid to
Non-PEO
NEOs1,2,3
($)		 Value of Initial Fixed $100
Investment Based on:4		 Net Income
($ Millions)		 ROIC for
Compensation
Purposes5
Company
TSR
($)		 Peer Group
TSR
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k)
2025  — 8,394,536  — 10,726,993  2,012,285  2,590,847  222  155  521  20.3%
2024  — 7,356,657  — 4,980,729  3,236,767  1,923,445  171  144  466  18.8%
2023  10,609,670 —  27,971,976 —  3,085,776  5,933,007  196  126  545  22.6%
2022  10,096,478 —  14,415,143 —  2,496,792  3,176,483  128  108  472  28.1%
2021  9,213,820 —  17,818,888 —  1,978,086  3,241,658  122  125  276  21.5%

 

1Steven Hedlund was our PEO for 2024 through 2025 (“PEO 2”). Christopher Mapes was our PEO for 2021 through 2023 (“PEO 1”). The individuals comprising the non-PEO NEOs for each year presented are listed below.

 

2025 2024 2023 2022 2021
Gabriel Bruno Gabriel Bruno Gabriel Bruno Gabriel Bruno Gabriel Bruno
Jennifer Ansberry Christopher L. Mapes Steven Hedlund Steven Hedlund Steven Hedlund
Michael Whitehead Jennifer Ansberry Jennifer Ansberry Jennifer Ansberry Jennifer Ansberry
Susan Edwards Michele Kuhrt Michele Kuhrt Michele Kuhrt Michele Kuhrt

 

2The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and may not necessarily reflect compensation actually earned, realized, or received by the Company’s PEOs and non-PEO NEOs. These amounts reflect the Summary Compensation Table Total column with certain adjustments. For 2025, these adjustments are as described in footnote 3 below. Please note that, while similar adjustment information was provided in previous proxy statements for previous years, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the table above for 2025 or the related disclosures provided below.

 

3Compensation Actually Paid for 2025 (the most recent year included in the table above) reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table.
4The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 400 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 400 Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
5We determined Return on Invested Capital (“ROIC”) for Compensation Purposes to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2025. More information on ROIC for Compensation Purposes can be found in Appendix A.
3Compensation Actually Paid for 2025 (the most recent year included in the table above) reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table.

 

Year Summary
Compensation Table
Total for PEO 2
($)		 Exclusion of
Change in
Pension Value
($)		 Exclusion of
Stock Awards and
Option Awards
($)		 Inclusion of
Pension Service
Cost
($)		 Inclusion of
Equity Values
($)		 Compensation
Actually Paid to
PEO 2($)
2025  8,394,536  —  (5,701,663)  —  8,034,120  10,726,993

 

 

 
 

 

Year Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)		 Exclusion of
Change in
Pension Value
($)		 Exclusion of
Stock Awards and
Option Awards
($)		 Inclusion of
Pension Service
Cost
($)		 Inclusion of
Equity Values
($)		 Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2025  2,012,285  —  (975,739)  —  1,554,301  2,590,847

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year Year-End Fair Value
of Equity Awards
Granted During
Year That Remained
Unvested as of Last
Day of Year for PEO 2
($)		 Change in Fair
Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards Granted
in Prior Years for
PEO 2
($)		 Vesting Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for PEO 2
($)		 Change in Fair Value
from Last Day of Prior
Year to Vesting Date
of Unvested Equity
Awards Granted in
Prior Years that Vested
During Year for PEO 2
($)		 Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for PEO 2
($)		 Total—Inclusion
of Equity Values
for PEO 2
($)
2025 5,732,297 1,787,230 — 514,593 — 8,034,120

 

Year Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of Year
for Non-PEO NEOs
($)		 Average Change in
Fair Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards Granted in
Prior Years for
Non-PEO NEOs
($)		 Average Vesting
Date Fair Value
of Equity Awards
Granted During Year
that Vested During
Year for Non-PEO
NEOs
($)		 Average Change in
Fair Value from Last Day
of Prior Year to
Vesting Date of
Unvested Equity Awards
Granted in Prior Years
that Vested During
Year for Non-PEO
NEOs
($)		 Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)		 Total—Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2025  980,972  374,004  —  199,325  —  1,554,301

 

4 The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 400 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 400 Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

 

5We determined Return on Invested Capital (“ROIC”) for Compensation Purposes to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2025. More information on ROIC for Compensation Purposes can be found in Appendix A.
        
Company Selected Measure Name Return on Invested Capital (“ROIC”) for Compensation Purposes        
Named Executive Officers, Footnote [Text Block]
1Steven Hedlund was our PEO for 2024 through 2025 (“PEO 2”). Christopher Mapes was our PEO for 2021 through 2023 (“PEO 1”). The individuals comprising the non-PEO NEOs for each year presented are listed below.

 

2025 2024 2023 2022 2021
Gabriel Bruno Gabriel Bruno Gabriel Bruno Gabriel Bruno Gabriel Bruno
Jennifer Ansberry Christopher L. Mapes Steven Hedlund Steven Hedlund Steven Hedlund
Michael Whitehead Jennifer Ansberry Jennifer Ansberry Jennifer Ansberry Jennifer Ansberry
Susan Edwards Michele Kuhrt Michele Kuhrt Michele Kuhrt Michele Kuhrt
        
Peer Group Issuers, Footnote [Text Block] The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 400 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 400 Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.        
Adjustment To PEO Compensation, Footnote [Text Block]
3Compensation Actually Paid for 2025 (the most recent year included in the table above) reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table.

 

Year Summary
Compensation Table
Total for PEO 2
($)		 Exclusion of
Change in
Pension Value
($)		 Exclusion of
Stock Awards and
Option Awards
($)		 Inclusion of
Pension Service
Cost
($)		 Inclusion of
Equity Values
($)		 Compensation
Actually Paid to
PEO 2($)
2025  8,394,536  —  (5,701,663)  —  8,034,120  10,726,993
Year Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)		 Exclusion of
Change in
Pension Value
($)		 Exclusion of
Stock Awards and
Option Awards
($)		 Inclusion of
Pension Service
Cost
($)		 Inclusion of
Equity Values
($)		 Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2025  2,012,285  —  (975,739)  —  1,554,301  2,590,847
        
Non-PEO NEO Average Total Compensation Amount [1] $ 2,012,285 $ 3,236,767 $ 3,085,776 $ 2,496,792 $ 1,978,086
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3] $ 2,590,847 1,923,445 5,933,007 3,176,483 3,241,658
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year Year-End Fair Value
of Equity Awards
Granted During
Year That Remained
Unvested as of Last
Day of Year for PEO 2
($)		 Change in Fair
Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards Granted
in Prior Years for
PEO 2
($)		 Vesting Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for PEO 2
($)		 Change in Fair Value
from Last Day of Prior
Year to Vesting Date
of Unvested Equity
Awards Granted in
Prior Years that Vested
During Year for PEO 2
($)		 Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for PEO 2
($)		 Total—Inclusion
of Equity Values
for PEO 2
($)
2025 5,732,297 1,787,230 — 514,593 — 8,034,120

 

Year Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of Year
for Non-PEO NEOs
($)		 Average Change in
Fair Value from Last
Day of Prior Year
to Last Day of Year
of Unvested Equity
Awards Granted in
Prior Years for
Non-PEO NEOs
($)		 Average Vesting
Date Fair Value
of Equity Awards
Granted During Year
that Vested During
Year for Non-PEO
NEOs
($)		 Average Change in
Fair Value from Last Day
of Prior Year to
Vesting Date of
Unvested Equity Awards
Granted in Prior Years
that Vested During
Year for Non-PEO
NEOs
($)		 Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)		 Total—Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2025  980,972  374,004  —  199,325  —  1,554,301
        
Compensation Actually Paid vs. Total Shareholder Return

RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TOTAL SHAREHOLDER RETURN (“TSR”)

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR of the S&P 400 Index over the same period assuming initial investment of $100 on December 31, 2020.

 

        
Compensation Actually Paid vs. Net Income

RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY NET INCOME

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our GAAP Net income during the five most recently completed fiscal years.

 

        
Compensation Actually Paid vs. Company Selected Measure

RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY ROIC FOR COMPENSATION PURPOSES

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and Company ROIC for Compensation Purposes (annual results) during the five most recently completed fiscal years.

 

        
Tabular List, Table

TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

 

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and our Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

 

Return on Invested Capital (ROIC) for Compensation Purposes
Adjusted earnings before interest, taxes and bonus (EBITB)
Net Sales
Average operating working capital to net sales ratio (AOWC/Sales) for Compensation Purposes
Adjusted Operating Income Margin
Adjusted Net Income for Compensation Purposes

 

        
Total Shareholder Return Amount [4] $ 222 171 196 128 122
Peer Group Total Shareholder Return Amount [4] 155 144 126 108 125
Net Income (Loss) Attributable to Parent $ 521,000,000 $ 466,000,000 $ 545,000,000 $ 472,000,000 $ 276,000,000
Company Selected Measure Amount [5] 0.203 0.188 0.226 0.281 0.215
PEO Name Steven Hedlund        
Additional 402(v) Disclosure [Text Block] The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and may not necessarily reflect compensation actually earned, realized, or received by the Company’s PEOs and non-PEO NEOs. These amounts reflect the Summary Compensation Table Total column with certain adjustments. For 2025, these adjustments are as described in footnote 3 below. Please note that, while similar adjustment information was provided in previous proxy statements for previous years, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the table above for 2025 or the related disclosures provided below.        
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name Return on Invested Capital (ROIC) for Compensation Purposes        
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name Adjusted earnings before interest, taxes and bonus (EBITB)        
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name Net Sales        
Measure [Axis]: 4          
Pay vs Performance Disclosure [Table]          
Measure Name Average operating working capital to net sales ratio (AOWC/Sales) for Compensation Purposes        
Measure [Axis]: 5          
Pay vs Performance Disclosure [Table]          
Measure Name Adjusted Operating Income Margin        
Measure [Axis]: 6          
Pay vs Performance Disclosure [Table]          
Measure Name Adjusted Net Income for Compensation Purposes        
Non-PEO NEO [Member] | Exclusion Of Change In Pension Value [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ 0        
Non-PEO NEO [Member] | Exclusion Of Stock Awards And Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (975,739)        
Non-PEO NEO [Member] | Inclusion Of Pension Service Cost [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
Non-PEO NEO [Member] | Inclusion Of Equity Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 1,554,301        
Non-PEO NEO [Member] | Average Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year For Non P E O N E Os [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 980,972        
Non-PEO NEO [Member] | Average Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards For Non P E O N E Os [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 374,004        
Non-PEO NEO [Member] | Average Vesting Date Fair Value Of Equity Awards Granted During Year That Vested During Year For Non P E O N E Os [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
Non-PEO NEO [Member] | Average Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Un Vested Equity Awards That Vested During Year For Non P E O N E Os [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 199,325        
Non-PEO NEO [Member] | Average Fair Value At Last Day Of Prior Year Of Equity Awards Forfeited During Year For Non P E O N E Os [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
P E O 1 [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [1] $ 10,609,670 $ 10,096,478 $ 9,213,820
PEO Actually Paid Compensation Amount [1],[2],[3] 27,971,976 14,415,143 17,818,888
P E O 2 [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [1] 8,394,536 7,356,657
PEO Actually Paid Compensation Amount [1],[2],[3] 10,726,993 $ 4,980,729
P E O 2 [Member] | PEO [Member] | Exclusion Of Change In Pension Value [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
P E O 2 [Member] | PEO [Member] | Exclusion Of Stock Awards And Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (5,701,663)        
P E O 2 [Member] | PEO [Member] | Inclusion Of Pension Service Cost [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
P E O 2 [Member] | PEO [Member] | Inclusion Of Equity Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 8,034,120        
P E O 2 [Member] | PEO [Member] | Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year For P E O [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 5,732,297        
P E O 2 [Member] | PEO [Member] | Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards For P E O [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 1,787,230        
P E O 2 [Member] | PEO [Member] | Vesting Date Fair Value Of Equity Awards Granted During Year That Vested During Year For P E O [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
P E O 2 [Member] | PEO [Member] | Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vested During Year For P E O [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 514,593        
P E O 2 [Member] | PEO [Member] | Fair Value At Last Day Of Prior Year Of Equity Awards Forfeited During Year For P E O [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ 0        
[1] Steven Hedlund was our PEO for 2024 through 2025 (“PEO 2”). Christopher Mapes was our PEO for 2021 through 2023 (“PEO 1”). The individuals comprising the non-PEO NEOs for each year presented are listed below.
[2] Compensation Actually Paid for 2025 (the most recent year included in the table above) reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table.
[3] The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and may not necessarily reflect compensation actually earned, realized, or received by the Company’s PEOs and non-PEO NEOs. These amounts reflect the Summary Compensation Table Total column with certain adjustments. For 2025, these adjustments are as described in footnote 3 below. Please note that, while similar adjustment information was provided in previous proxy statements for previous years, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the table above for 2025 or the related disclosures provided below.
[4] The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 400 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 400 Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
[5] We determined Return on Invested Capital (“ROIC”) for Compensation Purposes to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2025. More information on ROIC for Compensation Purposes can be found in Appendix A.
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing MNPI Disclosure

POLICIES AND PRACTICES REGARDING THE GRANT OF STOCK OPTIONS

Under the Company’s policies and practices, while the Committee does not have predetermined fixed dates upon which grants must be made, stock options (including those granted to our NEOs) are generally granted as part of annual award opportunities at a regularly scheduled Committee meeting or via a unanimous written consent executed by the Committee during January or February of each year. Such Committee meetings are generally scheduled at least one year in advance. Grants for any new hire or promoted employee who would otherwise receive a relevant grant of stock options after such February grant date in any year are generally made on an ad hoc basis, from time to time as determined by the Committee, as needed under the particular circumstances of such new hire or promotion, and at a special Committee meeting or via unanimous written consent of the Committee. All such stock options are granted under a shareholder-approved plan and with an exercise price equal to the closing market price of the Company’s common shares on the date of grant.

 

As a general matter, the Committee does not take material nonpublic information into account when determining the timing and terms of such stock option awards. Due to the grant timing described above, grants may be made both during or outside of open trading windows. This grant timing is used to provide for a routine and regular grant practice regarding all employees’ stock options, and in order to make sure that the existence (or lack thereof) of material nonpublic information is not a factor in decisions about the timing or size of stock option grants. In this sense, the Committee acts in a neutral manner with respect to the existence (or lack thereof) of material nonpublic information when making stock option grants. In 2025, stock option grants were made during a designated time period that triggered proxy statement disclosure of such grants under certain new disclosure requirements in Regulation S-K Item 402(x)(1), but the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, the Company granted stock options to NEOs on February 19, 2025, which was during the period beginning four business days before and ending one business day after the filing a Form 8-K on February 24, 2025 that disclosed material nonpublic information. Pursuant to SEC rules, we are providing the following information relating to the stock options awarded to NEOs during the designated time period.

 

 

 

 

 

 

 

Name
(a)

 

 

 

 

 

 

Grant Date

(b)

 

 

 

Number of
Securities
Underlying
the

Award

(c)

 

 

 

 

Exercise Price
of the Award

($/Sh)

(d)

 

 

 

 

Grant Date Fair
Value of the
Award ($)1

(e)

Percentage change in the Closing Market
Price of the Securities Underlying the Award
between the Trading Day Ending Immediately
Prior to the Disclosure of Material Nonpublic
Information and the Trading Day beginning
Immediately Following the Disclosure of
Material Nonpublic Information

(%)

(f)

Steven B. Hedlund 2/19/2025 24,620 215.90 1,375,027 0.26
Gabriel Bruno 2/19/2025 7,162 215.90 399,998 0.26
Jennifer I. Ansberry 2/19/2025 3,760 215.90 209,996 0.26
Michael J. Whitehead 2/19/2025 3,021 215.90 168,723 0.26
Susan C. Edwards 2/19/2025 2,910 215.90 162,524 0.26

 

1The amounts reported in this column reflect the grant date fair value under FASB ASC Topic 718 for the stock option awards. Assumptions used in the calculations of these amounts are included in footnote 10 to our audited financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026.
Award Timing Method Under the Company’s policies and practices, while the Committee does not have predetermined fixed dates upon which grants must be made, stock options (including those granted to our NEOs) are generally granted as part of annual award opportunities at a regularly scheduled Committee meeting or via a unanimous written consent executed by the Committee during January or February of each year.
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted [Flag] true