DEF 14A of Timken Co, Mar 17, 2025

DEF 14A of Timken Co

Filed Mar 17, 2025 · FY20240001206774-25-000130

Open on EDGAR

  1. Beneficial Shareholders

    | 73 | CEO Pay Ratio | | 74 | Pay Versus Performance | | 78 | Proposal No. 3: Ratification of Appointment of Independent Auditor | | 79 | Auditor | | 80 | Audit Committee Report | | 80 | Proposal No. 4: Shareholder Proposal – Adopt Science-Based Emissions Reduction Targets | | 84 | Proposal No. 5: Shareholder Proposal – Support Improved Clawback Policy for Unearned Executive Pay | | 86 | Other Information | | 86 | Participation at the Annual Meeting | | 87 | Proxy Solicitation | | 87 | How Proxies Will be Voted | | 87 | Voting at the Meeting | | 87 | Submission of Shareholder Proposals | | 88 | General | | A-1 | Appendix A |

  2. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS We currently have 13 Directors. Pursuant to our Amended Regulations, all nominees for Director will stand for election for a one-year term to expire at the 2026 Annual Meeting of Shareholders. Candidates for Director receiving the greatest number of votes will be elected. Abstentions and “broker non-votes” (where a broker, other record holder, or nominee indicates on a proxy card that it does not have authority to vote certain shares on a particular matter) will not be counted in the election of Directors and will not have any effect on the result of the vote. Pursuant to the Majority Voting Policy of the Board of Directors, any Director who fails to receive a majority of the votes cast in his or her election will submit his or her resignation to the Board of Directors promptly after the certification of the election results. The Board of Directors and the Nominating and Corporate Governance Committee will then consider the resignation in light of any factors they consider appropriate, including the Director’s qualifications and service record, as well as any reasons given by shareholders as to why they withheld votes from the Director. The Board of Directors is required to determine whether to accept or reject the tendered resignation within 90 days following the election and to disclose on a Current Report on Form 8-K its decision, as well as the reasons for rejecting any tendered resignation, if applicable. At a meeting on February 14, 2025, the Board approved a resolution waiving the Board’s policy for James F. Palmer that a Director may not stand for election to the Board after reaching age 75. At that meeting, the Board also approved a resolution, based on the recommendation of the Nominating and Corporate Governance Committee, nominating the 13 individuals set forth below to be elected Directors at the 2025 Annual Meeting of Shareholders to serve for a term of one year expiring at the 2026 Annual Meeting of Shareholders (or until their respective successors are elected and qualified). Each of the nominees was previously elected as a Director by our shareholders, except for Mr. Leombruno, Mr. Mehta, and Ms. Ryan. Mr. Leombruno was identified with the assistance of an executive search firm, Mr. Mehta was elected to the Board in connection with his appointment as Chief Executive Officer (‘CEO”), and Ms. Ryan was recommended to the Nominating and Corporate Governance Committee by an existing Director. Each of the nominees listed below has consented to serve as a Director if elected. If any nominee becomes unable, for any reason, to serve as a Director, or should a vacancy occur before the election (which events are not anticipated), the Directors then in office may substitute another person as a nominee or may reduce the number of nominees as they deem advisable. Unless otherwise indicated on any proxy card, the persons named as proxies on the enclosed Proxy Card intend to vote the shares covered by such Proxy Card in favor of the nominees below.

  3. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING NOMINEES. |

  4. Nominees

    Nominees The following information, obtained in part from the respective nominee and in part from our records, describes the background and select experience of each nominee as of March 1, 2025:

  5. Nominees

    | Maria A. Crowe Age: 65 Director since 2014 Committees: ● Audit ● Nominating and Corporate Governance (Chair) | Business Experience Ms. Crowe served as President of Manufacturing Operations for Eli Lilly and Company, a global manufacturer of pharmaceutical products, from 2012 until her retirement in December 2017. Ms. Crowe joined Eli Lilly and Company in 1982 and served in multiple leadership roles of increasing responsibility. Qualifications Ms. Crowe provides the Board with extensive experience in manufacturing, sourcing and procurement for a global manufacturing company. Ms. Crowe also brings valuable experience on production capacity expansion and innovation efforts. | | Elizabeth A. Harrell Age: 71 Director since 2017 Committees: ● Compensation ● Nominating and Corporate Governance | Business Experience Ms. Harrell retired as a Major General in October 2006, serving more than 30 years with the U.S. Air Force. After her retirement from the U.S. Air Force, Ms. Harrell was a consultant with The Spectrum Group until 2009 and a consultant to Northrop Grumman Corporation until 2012. Qualifications Ms. Harrell’s extensive knowledge of aerospace technology, global supply chain management and government relations align with the Company’s growth priorities and are valuable to her service as a member of the Board. |

  6. Nominees

    | Richard G. Kyle Age: 59 Director since 2013 | Business Experience Mr. Kyle acted as Advisor to the CEO of The Timken Company from September 2024 until his retirement in February 2025 after having previously served as President and Chief Executive Officer from 2014 to 2024. Mr. Kyle joined the Company in 2006 and served in multiple leadership roles of increasing responsibility during his tenure with the Company. Since 2015, Mr. Kyle has served as a director of Sonoco Products Company, a global provider of consumer packaging, industrial products, protective solutions, and display and packaging services, and is a member of its Audit, Executive, Corporate Governance and Nominating Committees and Chair of its Executive Compensation Committee. Qualifications Mr. Kyle has significant experience with global manufacturing organizations and demonstrated the ability to lead change and growth during his tenure with the Company. Mr. Kyle’s strong engineering and operational background, coupled with his strategic perspective and knowledge of the Company, provide valued skills to the Board. | | Sarah C. Lauber Age: 53 Director since 2021 Committees: ● Audit ● Compensation | Business Experience Ms. Lauber is Executive Vice President – Chief Financial Officer of Douglas Dynamics, Inc., a premier manufacturer and upfitter of work truck attachments and equipment, a position she has held since March 2023 after serving as Chief Financial Officer & Secretary beginning in 2017. Ms. Lauber has over 25 years of professional experience in various finance and strategic functions and began her career as an accountant at KPMG. Qualifications Ms. Lauber’s expertise leading the finance and accounting function of multiple publicly traded manufacturing companies and her experience with financial planning and acquisition integration makes her well qualified to serve on our Board. |

  7. Nominees

    | Todd M. Leombruno Age: 55 Director since 2024 Committees: ● Audit ● Nominating and Corporate Governance | Business Experience Mr. Leombruno has served as Executive Vice President and Chief Financial Officer of Parker Hannifin Corp. (“Parker Hannifin”), a global leader in motion and control technologies, since 2021. He was Vice President and Controller at Parker Hannifin from 2017 until 2021. Mr. Leombruno started his career with Parker Hannifin in 1993 and progressed through various accounting and finance roles of increasing responsibility during his more than 30-year career with the company. Qualifications Mr. Leombruno’s significant financial and executive leadership experience in the manufacturing and engineering sectors provides valuable insight to our Board. | | Christopher L. Mapes Age: 63 Director since 2014 Committees: ● Audit ● Nominating and Corporate Governance | Business Experience Mr. Mapes retired from his position as Executive Chairman of the Board of Lincoln Electric Holdings, Inc., a global manufacturer of welding, cutting and joining products, on December 31, 2024, a position he had held since January of that year. He held the position of Chairman from December 2013 until December 2023 and was President and Chief Executive Officer from December 2012 until December 2023. Mr. Mapes served as a director of Lincoln Electric Holdings, Inc. from 2010 until 2024. Mr. Mapes has been a director of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment, since 2023 where he serves on the Audit Committee; a director of Nordson Corporation, a manufacturer of precision dispensing, fluid management and related technologies, since 2024 where he also serves on the Audit Committee; and a director of RPM International Inc. (“RPM”), a world leader in specialty coatings, since 2025 where he serves on the Compensation Committee. Qualifications Mr. Mapes’ extensive executive experience leading global manufacturing and distribution companies and understanding of the challenges of global growth and the complexity of managing international operations make him well qualified to serve on our Board. |

  8. Nominees

    | Tarak B. Mehta Age: 58 Director since 2024 | Business Experience Mr. Mehta has served as The Timken Company’s President and Chief Executive Officer since September 2024. In 1998, Mehta started his career at ABB Ltd. (“ABB”), a leader in electrification and automation, where he ascended to several positions of increasing responsibility in the United States, Sweden and Switzerland. Prior to joining the Company, Mr. Mehta served as a member of ABB’s Group Executive Committee and was President of its Motion business from 2022 until 2024 and President of its Electrification business from 2016 until 2022. Qualifications Mr. Mehta’s experience as a global industry executive and an accomplished strategic leader with a proven record of delivering results, developing global teams and achieving operational excellence provide valued skills to the Board. | | James F. Palmer Age: 75 Director since 2015 Committees: ● Audit (Chair) ● Compensation | Business Experience Mr. Palmer served as the Corporate Vice President and Chief Financial Officer of Northrop Grumman Corporation, a global security company and a provider of products, systems and solutions in the fields of aerospace, electronics, information systems and technical services, from March 2007 until February 2015 and as a Corporate Vice President of Northrop Grumman Corporation until his retirement in July 2015. Qualifications Mr. Palmer’s broad executive background in the aerospace and defense industry, his service as the Chief Financial Officer of multiple large publicly traded companies, and his extensive experience with business acquisitions, debt financings and other complex transactions make him well qualified to serve on our Board. |

  9. Nominees

    | Ajita G. Rajendra Age: 73 Director since 2014 Committees: ● Audit ● Compensation (Chair) | Business Experience Mr. Rajendra served as Executive Chairman of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment, from September 2018 until his retirement on May 1, 2020. He had held the position of Chairman from 2014 to 2018 and was President and Chief Executive Officer from 2013 until 2018. Mr. Rajendra has been a director of A. O. Smith Corporation since 2011 and has been a director of Donaldson Company, Inc., a vertically integrated filtration company, since 2010, where he is Chair of the Human Resources Committee. Qualifications Mr. Rajendra’s extensive manufacturing and international experience leading businesses and negotiating acquisitions and joint ventures, along with his experience as a director of other publicly traded companies, provides valuable skills to the Board. | | Kimberly K. Ryan Age: 58 Director since 2025 Committees: ● Audit ● Compensation | Business Experience Ms. Ryan has held the position of President and Chief Executive Officer of Hillenbrand, Inc. (“Hillenbrand”), a global industrial company providing highly-engineered processing equipment and injection molding and extrusion equipment, since December 2021 after serving as the Executive Vice President and named incoming Chief Executive Officer for a transition that began in June 2021. Prior to that role, she served as SVP, Hillenbrand, and President of Hillenbrand’s Coperion business from 2015 to 2021. Ms. Ryan joined a former subsidiary of Hillenbrand in 1989 and served in multiple leadership roles of increasing responsibility during her more than 35 year career with the company. Ms. Ryan has been a director of Hillenbrand since 2021 and was a director of Kimball International, Inc., a then-public commercial furnishings company, from 2014 to 2023. Qualifications Ms. Ryan brings valuable skills to the Board through her leadership of a publicly traded manufacturing company, including experience with strategy, operations, logistics, and information technology. |

  10. Nominees

    | Frank C. Sullivan Age: 64 Director since 2003 Committees: ● Compensation ● Nominating and Corporate Governance | Business Experience Mr. Sullivan has held the position of Chairman and Chief Executive Officer of RPM, a world leader in specialty coatings, since 2008. Mr. Sullivan was appointed RPM’s Chief Executive Officer in 2002, prior to which he held the position of Chief Financial Officer since 1993. Mr. Sullivan has been a director of RPM since 1995 and is chair of RPM’s Executive Committee. Qualifications As a Chief Executive Officer and director of a multinational company, Mr. Sullivan brings invaluable executive experience and financial expertise on a wide array of issues, including strategic planning and the evaluation and execution of acquisition opportunities. | | John M. Timken, Jr. Age: 73 Director since 1986 Independent Chairman of the Board | Business Experience Mr. Timken is a private investor and a successful entrepreneur, who has been a significant shareholder of the Company for many years. Mr. Timken is co-founder of Amgraph Packaging, a national supplier of flexible package printing used by major food and beverage brands and private labels. His entrepreneurial activities and passion for business-building have included involvement in ventures ranging from injection molding, to ophthalmic laboratories, to logistics and trucking. He also has owned a cable television business and established one of the largest commercial mushroom farms in North America. Qualifications Mr. Timken’s ability as an investor to identify and help increase value across a range of industries, as well as his familiarity with the Company’s businesses, provides the Board with critical input in evaluating and making capital allocation decisions. Since joining the Board, he has played an important role in the Company’s strategic drive to add product lines that complement its bearing product portfolio. |

  11. Nominees

    | Ward J. Timken, Jr. Age: 57 Director since 2002 | Business Experience Mr. Timken co-founded McKinley Strategies, LLC, a political consulting firm, and has served as its Chief Executive Officer since January 2020. Prior to that, Mr. Timken served as Chairman, Chief Executive Officer and President of TimkenSteel Corporation (renamed Metallus Inc. in 2024), a leader in customized alloy steel products and services, from 2014 to 2019. Mr. Timken previously served as Executive Chairman of the Board of The Timken Company from 2005 to May 2014. Qualifications Mr. Timken provides the Board with relevant experience from having served in key leadership positions during his tenure with the Company. Mr. Timken’s broad-based experience and familiarity with our businesses, along with his understanding of the global industry dynamics across the Company’s markets, enable Mr. Timken to provide valuable input to the Board. |

  12. Director Compensation

    Director Compensation Directors who are not Timken employees receive an annual cash retainer fee, annual cash committee fees (as applicable) and an annual equity award. The independent Chairman and each committee chairperson receive additional cash retainer fees. Tarak B. Mehta, our President and CEO, does not receive any additional compensation for his service as a Director. Richard G. Kyle, our former President and CEO, also did not receive any additional compensation for his service as a Director during 2024 since he was an employee of the Company.

  13. 2024 Director Compensation Table

    2024 Director Compensation Table The following table provides the compensation and benefits applicable to our nonemployee Directors for 2024:

  14. 2024 Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Maria A. Crowe | $134,500 | $150,197 | $2,435 | $287,132 | | Elizabeth A. Harrell | $120,000 | $150,197 | $2,435 | $272,632 | | Sarah C. Lauber | $125,000 | $150,197 | $3,923 | $279,120 | | Todd M. Leombruno | $50,034 | - | - | $50,034 | | John A. Luke, Jr. | $40,849 | - | $2,435 | $43,284 | | Christopher L. Mapes | $125,000 | $150,197 | $2,435 | $277,632 | | James F. Palmer | $145,000 | $150,197 | $2,435 | $297,632 | | Ajita G. Rajendra | $137,500 | $150,197 | $2,435 | $290,132 | | Frank C. Sullivan | $120,000 | $150,197 | $2,435 | $272,632 | | John M. Timken, Jr. | $250,000 | $150,197 | $2,435 | $402,632 | | Ward J. Timken, Jr. | $100,000 | $150,197 | $2,435 | $252,632 |

  15. 2024 Director Compensation Table

    | (1) Mr. Mehta, our President and CEO, is not included in this table as he is an employee of the Company and receives no additional compensation for his services as a Director. Richard G. Kyle, our former President and CEO, is also not included in this table for 2024 as he was an employee of the Company and received no additional compensation for his services as a Director |

  16. 2024 Director Compensation Table

    | in 2024. Mr. Luke retired from the Board of Directors effective as of the 2024 Annual Meeting of Shareholders. Mr. Leombruno was appointed to the Board of Directors effective August 7, 2024. | | (2) The amount shown for each Director includes fees earned or paid in cash during fiscal 2024, including their annual retainer fees and additional annual fees for serving on a committee of the Board. Ms. Lauber elected to defer receipt of these cash fees under the Director Deferred Compensation Plan for distribution in the future. Mr. Luke’s and Mr. Leombruno’s fees were prorated based on their periods of service with the Board. | | (3) The amount shown for each Director, other than Mr. Luke and Mr. Leombruno who were not active Directors as of the grant date, includes the grant date fair value of the award of 1,660 restricted stock units made on May 3, 2024. These restricted stock units vest 100% one year following the grant date. Ms. Harrell and Ms. Lauber elected to defer the award made on May 3, 2024, under the Director Deferred Compensation Plan for distribution in the future. The amounts shown in this column are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. | | (4) All other compensation reflects cash dividend equivalents paid to the Directors in 2024 for unvested restricted stock units granted in the prior year and cash dividends paid to certain Directors for unvested restricted stock units granted in connection with their initial election to the Board, in each case upon vesting of such restricted stock units in 2024. Ms. Harrell and Ms. Lauber elected to defer their annual restricted stock unit awards granted in 2023 as well as corresponding cash dividend equivalents in the amount of $2,435 under the Director Deferred Compensation Plan for distribution in the future. |

  17. 2024 Director Compensation Table

    As of December 31, 2024, unvested restricted stock units were held by the nonemployee Directors as follows:

  18. 2024 Director Compensation Table

    | Name | Unvested Restricted Stock Units | | Maria A. Crowe | 1,660 | | Elizabeth A. Harrell | 1,660 | | Sarah C. Lauber | 2,460 | | Todd M. Leombruno | - | | Christopher L. Mapes | 1,660 | | James F. Palmer | 1,660 | | Ajita G. Rajendra | 1,660 | | Frank C. Sullivan | 1,660 | | John M. Timken, Jr. | 1,660 | | Ward J. Timken, Jr. | 1,660 |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | 46 | Key Elements of the Executive Compensation Program | | 47 | Analysis of 2024 Compensation | | 47 | Base Salary | | 47 | Annual Cash Incentive | | 49 | Long-Term Incentives | | 52 | Retirement Programs | | 54 | Deferred Compensation | | 54 | Other Benefits | | 55 | Severance Agreements | | 55 | Stock Ownership Guidelines | | 56 | Anti-Hedging/Pledging Policies | | 56 | Compensation Risk Assessment | | 56 | Clawback Provisions | | 57 | Insider Trading Policy | | 57 | Compensation Committee Report |

  20. 2024 Compensation Decisions and Actions

    | Factors Guiding Our Decisions (see page 44 for details) | ● Executive compensation program objectives and philosophy ● Financial performance ● CEO recommendations for other NEOs ● Assessment of risk management, including avoidance of unnecessary or excessive risk taking to support delivery of long-term shareholder value ● Shareholder input including “say-on-pay” vote ● Advice of an independent, outside compensation consultant ● General market and peer company pay practices ● Current and historical compensation ● Company performance across key financial metrics, including TSR, compared to U.S. industrial peers and other competitors ● General market conditions and the cyclicality of the markets in which we operate | | Program Updates Implemented at the Beginning of 2024 | New Compensation Peer Group Referenced for 2024 Executive Compensation For the 2024 peer group (used to set compensation levels for 2024), the Company replaced Altra Industrial Motion Corp. with Pentair plc due to Regal Rexnord Corp.’s 2023 acquisition of Altra Industrial Motion Corp. See page 43 for more details regarding year-over-year changes to the peer group, and the use of peer group and market data for our executive compensation program. |

  21. 2024 Base Salary and Annual Cash Incentive

    2024 Base Salary and Annual Cash Incentive

  22. 2024 Base Salary and Annual Cash Incentive

    | ● | Annualized base salary rate of $1,125,000 | | ● | Participation in the Company’s annual corporate cash incentive plan, with a target award opportunity equal to 120% of his earned annual base salary and with a payment based on actual performance |

  23. 2024 Long-Term Incentive Compensation

    2024 Long-Term Incentive Compensation

  24. 2024 Long-Term Incentive Compensation

    | ● | Target opportunity with grant date value equal to $5,175,000 | | ● | 60% of the target grant date value was awarded as performance-based restricted stock units | | ● | 40% of the target grant date value was awarded as time-based restricted stock units |

  25. Severance Benefits

    Severance Benefits

  26. Severance Benefits

    | ● | Participation in a Severance Agreement with the Company | | ● | For more information regarding this arrangement with Mr. Mehta, please refer to the “Potential Payments Upon Termination or Change in Control” section on page 66 |

  27. Severance Benefits

    The Compensation Committee approved the following treatment to Mr. Kyle’s compensation package in connection with him retiring from his position as President & CEO and remaining an employee to support the CEO transition process:

  28. Severance Benefits

    | ● | Base salary rate reduced to $800,000 for the transition period that began on Mr. Mehta’s Appointment Date and ended on February 15, 2025 | | ● | 2024 cash incentive award, with a target opportunity equal to 130%, based on Mr. Kyle’s actual earned salary over the full year, taking into account the change in base salary | | ● | 2025 cash incentive award, with a target opportunity equal to 130%, to be prorated based on his actual earned salary between January 1, 2025 and February 15, 2025 | | ● | Outstanding time-based restricted stock units and performance-based restricted stock units amended to generally provide for continued vesting following Mr. Kyle’s separation from Timken, subject to his continued employment until February 15, 2025. Mr. Kyle retired before age 62 which is generally the age required to qualify for standard retirement treatment under the awards | | ● | Amendment to the time-based restricted stock units providing for earlier vesting upon death, disability and change in control of the company (if a replacement award is not provided) | | ● | Amendment to the performance-based restricted stock units providing for the earned performance-based restricted stock units to be determined based on actual achievement of the applicable performance metrics over the entire performance period and to be prorated (based on the number of whole months Mr. Kyle worked during the applicable performance period), with accelerated vesting upon a change in control of the Company (if a replacement award is not provided) |

  29. The Company’s Approach to Rewarding Performance

    | ● | Reward achievement of short-term Company and individual performance goals |

  30. The Company’s Approach to Rewarding Performance

    | ● | Reward long-term shareholder value creation | | ● | Reinforce ownership in the Company | | ● | Support retention of executives | | ● | Align executive compensation with shareholder interests |

  31. The Company’s Approach to Rewarding Performance

    | ● | Reward long-term financial results that drive shareholder value | | ● | Reinforce ownership in the Company | | ● | Align executive compensation with shareholder interests | | ● | Support executive retention |

  32. The Company’s Approach to Rewarding Performance

    The Company’s success depends largely on the contributions of motivated and engaged employees all working together to achieve our strategic and financial objectives. This strategy shapes our approach to providing a competitive compensation and benefits package to our CEO and the other NEOs. Pay-for-performance is one of the principles that make up our executive compensation philosophy. To ensure that we are adhering to this principle, we evaluate the degree of alignment of our total incentive compensation to our business results, including the level of adjusted EBITDA, adjusted EBITDA margin, free cash flow, adjusted ROIC, adjusted EPS and relative TSR, which we believe are key performance metrics that drive long-term shareholder value and cash generation that supports our capital allocation objectives. The Company uses a balance of short- and long-term incentives as well as cash and non-cash compensation to meet these objectives. The standard elements of executive compensation provided to our NEOs for 2024 consisted of base salary, annual cash incentive, long-term incentives including time-based restricted stock units and performance-based restricted stock units, other primarily broad-based employee benefits, and limited perquisites. Our executive compensation program is designed to link pay and performance.

  33. The Company’s Approach to Rewarding Performance

    | | Short-Term (Cash) Annual Incentive* | Long-Term (Equity) Performance-Based Restricted Stock Units* 60% of NEO Annual Equity Grants | Long-Term (Equity) Time-Based Restricted Stock Units 40% of NEO Annual Equity Grants | | Objective | Short-term financial and operational business priorities and shareholder value creation | Long-term strategic financial goals and shareholder value creation | Long-term shareholder value creation | | Time Horizon and 2024 Metrics | One year 60% adjusted EBITDA 20% adjusted EBITDA margin 20% free cash flow | Three-year vesting period (cliff vesting after the third year) 50% adjusted EPS 30% adjusted ROIC** 20% relative TSR | Four-year vesting period (25% per year) |

  34. The Company’s Approach to Rewarding Performance

    *See “Annual Cash Incentive” and “Long-Term Incentives: Performance-Based Restricted Stock Units” sections on pages 47 and 50, respectively, for more details. ** Adjusted ROIC performance is calculated using the average of annual adjusted ROIC over the three-year period. Other key features of our executive compensation program include:

  35. Use of Peer Group and Market Data

    Use of Peer Group and Market Data The Company establishes compensation levels that are consistent with market practice and general internal equity considerations relative to base salaries, target annual cash incentive awards and long-term incentive grants, as well as with the Compensation Committee’s assessment of the appropriate pay element mix for the position. In order to gauge the competitiveness of its compensation programs, the Company reviews compensation practices and pay opportunities from general industry survey data, as well as from a selection of publicly traded peer companies. The Company attempts to position itself to attract and retain qualified senior executives in the face of competitive pressures in its relevant labor markets. Specifically, in 2024, the Company used information regarding the pay practices of general industry companies in the WTW Executive Compensation Database, regressed to $4.8 billion in annual revenue, to inform the determination of the NEO’s target compensation levels for 2024, including for Mr. Mehta. The Company believes that revenue and operational footprint are appropriate indicators of the size and complexity of an organization, which should be reflected in determining compensation levels. The compensation data resulting from this analysis was a significant factor considered by the Compensation Committee with respect to its 2024 executive compensation decisions for our NEOs. The Company also used a compensation peer group as an additional reference point when determining executive compensation. The 2024 peer group (used to set compensation levels for 2024, including for Mr. Mehta) consisted of a select group of U.S. industrial companies that our Compensation Committee believed to be representative of the talent market in which we compete. When reviewing market pay to determine 2024 target compensation levels, Pentair plc replaced Altra Industrial Motion Corp. from our prior peer group due to Regal Rexnord Corp’s 2023 acquisition of Altra Industrial Motion Corp. Additional factors taken into consideration when setting the 2024 compensation peer group included comparisons of various financial metrics, such as revenue and market capitalization, operational footprint, relevant end-user markets, and product portfolio compared to Timken’s current product portfolio. The complete 2024 compensation peer group is as follows:

  36. Use of Peer Group and Market Data

    | 2024 Peer Group | | | Agco Corp. Carlisle Companies Inc. Crane Co. Dana Inc. Dover Corp. Flowserve Corp. Fortive Corp. Gates Industrial Corp. plc Ingersoll Rand Inc. | ITT Inc. Kennametal Inc. Oshkosh Corp. Pentair plc Regal Rexnord Corp. Snap-on Inc. Terex Corp. Westinghouse Air Brake Technologies Corp. Woodward, Inc. |

  37. Use of Peer Group and Market Data

    While the Compensation Committee considered general industry and peer group data in determining the general competitiveness of executive compensation, market data is only one factor taken into consideration when determining the total compensation for our NEOs. The Compensation Committee also considered other factors listed in “Factors Guiding Our Decisions” on page 38. In 2024, as part of its annual review of executive compensation, the Compensation Committee, in consultation with WTW, reviewed the peer group utilized in 2024 and assessed whether any further adjustments were needed to the peer group referenced for setting compensation levels in 2025. The Company expects to maintain the same peer group for 2025.

  38. Role of the CEO and Management

    Role of the CEO and Management The CEO, in consultation with executive compensation leadership and WTW, prepares compensation recommendations for the NEOs (other than the CEO) and presents these recommendations to the Compensation Committee. These recommendations are based on the CEO’s personal review of each NEO’s performance, general internal equity considerations, job responsibilities and importance to our overall business strategy, as well as our compensation philosophy. Although these recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for the NEOs. As part of this process, individual elements of compensation provided to our NEOs are generally compared to general industry market data and peer group data as described above and the total compensation package is considered in relation to the target established for the position, taking into account the scope of responsibilities for the particular position. Total direct compensation (base salary, annual cash incentive and long-term incentive grants) also is evaluated in relation to the total compensation for positions with similar levels of responsibility derived from the general industry market data and peer group data described above.

  39. Role of the Compensation Consultant

    Role of the Compensation Consultant To add additional rigor in the review process and to inform the Compensation Committee of market trends, the Compensation Committee engages the services of WTW as our independent executive compensation consultant to analyze our executive compensation structure and plan designs, and to assess whether the compensation program is competitive and supports the Compensation Committee’s goal to align the interests of executive officers with those of shareholders. WTW also provides the Compensation Committee with market data on compensation levels and incentive design practices, which the Compensation Committee generally references as a market check when determining compensation for nonemployee Directors and executive officers. For purposes of 2024 compensation decisions, WTW’s primary areas of assistance to the Compensation Committee were:

  40. Role of the Compensation Consultant

    | ● | Gathering information related to current trends and practices in executive compensation in response to questions raised by the Compensation Committee and management; | | ● | Keeping the Compensation Committee and management aware of any regulatory developments, including any actions it should consider in light of new regulations; | | ● | Developing analyses that help evaluate and inform on how the compensation programs are working, including pay-for-performance and pay-versus-performance analyses, peer group reviews and risk assessments; | | ● | Preparing market compensation levels for the NEOs based on peer group and general industry practices; | | ● | Assisting the Compensation Committee with compensation aspects of the CEO recruiting process; | | ● | Reviewing information developed by management for the Compensation Committee and providing its input on such information to the Compensation Committee; | | ● | Providing insights, analyses and perspectives on ad hoc issues and questions raised by the Compensation Committee and management; | | ● | Attending and participating in meetings with the Compensation Committee, as well as briefings with the Compensation Committee Chair and management prior to meetings; and | | ● | Reviewing with management and the Compensation Committee materials to be used in preparing the Company’s Proxy Statement. |

  41. Role of the Compensation Consultant

    The Compensation Committee has authorized WTW to interact with the Company’s management, as needed, on behalf of the Compensation Committee with respect to executive compensation matters. WTW also provides actuarial, pension administration and other services to the Company, which are unrelated to the work that WTW provides to the Compensation Committee. The WTW consultants who advise the Compensation Committee are different from the WTW employees who perform work for the Company in other areas. In order to maintain independence, WTW has adopted formal executive compensation consulting protocols that help to ensure that its advice to the Compensation Committee is fully objective and independent and that the business unit providing such advice remains separate from WTW’s other business units that provide advice to the Company’s management. For more information regarding fees paid to WTW by the Company in 2024 and the Compensation Committee’s assessment that there is no conflict of interest in the work performed by WTW with respect to executive compensation, see page 22 of the Proxy Statement.

  42. Annual Cash Incentive

    Annual Cash Incentive

  43. Annual Cash Incentive

    | Linking Compensation to Performance The Compensation Committee established adjusted EBITDA as the primary performance measure because it believes this measure is closely correlated with the creation of shareholder value. |

  44. Annual Cash Incentive

    The Company’s annual cash incentive program provides the NEOs with the opportunity to earn additional compensation based on the achievement of annual corporate performance goals established by the Compensation Committee and approved by the Board. It is intended to focus the NEOs on specific performance goals of the Company in the applicable year. For all NEOs, the 2024 annual cash incentive opportunity was delivered through the shareholder-approved Equity and Incentive Compensation Plan. In 2024, Mr. Mehta, as CEO, had an annual cash target award opportunity of 120% of base salary and the other NEOs (excluding Mr. Kyle) had target award opportunities ranging from 70% to 80% of base salary. For Mr. Kyle, as outgoing CEO, his annual cash target award opportunity was 130% of base salary. Annual cash incentive payouts for our participants (including the NEOs) were determined by corporate performance (measured by adjusted EBITDA, adjusted EBITDA margin and free cash flow(4)) subject to individual performance modifiers (however, for 2024, no such modifiers were applied to the payout results for any of the NEOs). Specific factors that go into setting the targets include consideration of Company results for prior years, results for U.S. industrial peers, current market conditions, cyclicality and outlook, acquisitions, divestitures, working capital requirements, past targets and performance against those targets, and macro-economic factors. Performance goals for the Company’s corporate annual cash incentive plan were set near the beginning of 2024 (using comparable exclusions) at levels the Compensation Committee believed were appropriately challenging given uncertain market conditions. The 2024 adjusted EBITDA and EBITDA margin targets were set at the actual 2023 results. The 2024 free cash flow target was set approximately 8% higher than the actual 2023 free cash flow. 2024 Annual Performance Award Decisions The corporate annual cash incentive plan metrics were chosen to drive short-term operational business priorities that the Compensation Committee believes will help deliver shareholder value over time. The targets for the corporate plan for 2024 were established at challenging levels requiring performance to remain at or above 2023 results, and the payouts are a reflection of below target performance for 2024, which was impacted by softer demand across many market-sectors and geographies. Under the corporate annual cash incentive plan, actual performance under each of the three financial metrics needed to reach the respective minimum threshold for that portion of the award to be payable. Performance targets and actual performance levels for the 2024 corporate annual cash incentive plan are shown in the table below. Straight-line interpolation is used to calculate actual payouts under the plan.

  45. Corporate Annual Cash Incentive Plan

    Corporate Annual Cash Incentive Plan

  46. Corporate Annual Cash Incentive Plan

    | | Threshold | Target | Maximum | Actual** | | Adjusted EBITDA (60% weighting) | $705M | $940M | $1,175M | $840M (78.8% payout) | | Adjusted EBITDA Margin* (20% weighting) | 15.0% | 19.7% | 21.0% | 18.4% (86.5% payout) | | Free Cash Flow (20% weighting) | $271M | $387M | $541M | $345M (82.0% payout) | | | • | • | • | • | | Plan Payout | 50% | 100% | 200% | 81.0% payout |

  47. Corporate Annual Cash Incentive Plan

    * Adjusted EBITDA Margin less than 13.5% would have resulted in zero payout for the plan. Between 13.5% and 15.0%, a payout under the Adjusted EBITDA metric and/or Free Cash Flow metric would have been possible. ** Based on adjusted earnings used for external reporting, further adjusted to exclude post-closing operating results of acquisitions closed in 2024. Free Cash Flow results were further adjusted to exclude the impact of the Company’s sale of 5.0 million shares of Timken India Limited in 2024, which represented an unusual and unplanned item that was not factored into the plan at the time targets were set. Excluding the net impact of these adjustments, the plan payout would have been 77.0%. (4) Based on adjusted earnings used for external reporting, further adjusted to exclude post-closing operating results of acquisitions closing in 2024. Free cash flow is defined as net cash provided by operating activities minus capital expenditures. See Appendix A for reconciliations of adjusted EBITDA, adjusted EBITDA margin and free cash flow as used for external reporting to their most directly comparable GAAP financial measures. Actual performance for adjusted EBITDA, adjusted EBITDA margin, and free cash flow caused the 2024 corporate annual cash incentive plan to be scored at 81.0% for corporate participants, resulting in a 2024 cash award payout of 81.0% of the target opportunity for Messrs. Mehta, Fracassa, Coughlin, Patel, Roellgen, and Kyle. The payout for Mr. Mehta was prorated based on his actual earned base salary between his Appointment Date through the end of 2024. While payouts to participants in the corporate plan are subject to certain modifiers based upon individual performance, no such modifiers were applied to the 2024 cash award payouts for the NEOs.

  48. Long-Term Incentives

    Long-Term Incentives The Compensation Committee administers the Equity and Incentive Compensation Plan. Long-term incentive awards under the Equity and Incentive Compensation Plan can be made in the form of common shares, nonqualified stock options, incentive stock options, stock appreciation rights, performance shares, performance units, restricted shares, restricted stock units, deferred shares and dividend equivalents. All long-term incentives settle in equity to further align our executives’ long-term financial interests with those of our shareholders. In 2024, the Company granted to the NEOs under the Equity and Incentive Compensation Plan:

  49. Long-Term Incentives

    | • | Performance-based restricted stock units that are earned based on the achievement of objective performance metrics measured over a three-year period and are intended to further align the long-term financial interests of our executives with those of our shareholders and link compensation to building long-term shareholder value; and |

  50. Long-Term Incentives

    | • | Time-based restricted stock units that vest 25% per year over four years and provide strong alignment between the interests of Company executives and shareholders. |

  51. Long-Term Incentives

    The value of each type of long-term incentive grant is linked directly to the performance of the Company or the price of its common shares. For performance-based restricted stock units, the value of the grant is tied to both the Company’s share price and the achievement of specified financial metrics, while the value of time-based restricted stock units is solely tied to the Company’s share price. In each case described above, an executive must remain employed by the Company for a specified period of time to earn the full value of an award, which aids the Company in retaining executives. In total, the Company believes that these grants provide a balanced focus on shareholder value creation and retention of key managers. These grants also serve to balance the short-term operating focus of the Company and align the long-term financial interests of executive management with those of our shareholders. The size of the long-term incentive grants and the allocation of grant value among the long-term incentive grant types are based on a combination of an analysis of market practice and the relative importance of the objectives behind each of the grants. The timing of the grants usually coincides with our February Board meeting which typically occurs more than one business day following our earnings release for the fourth quarter of the preceding year (as it did in 2024). Were the February Board meeting to occur on, or one business day following, such an earnings release or any other release of material, non-public information, the Compensation Committee would then make a determination whether to delay the grant date beyond such typical timing, depending on the facts and circumstances and the nature of the awards. 2024 Long-Term Incentive Decisions

  52. Long-Term Incentives

    | Driving Shareholder Return Long-term incentive grants are intended to balance short-term operating objectives of the Company with long-term objectives and align the financial interests of our executives with those of our shareholders. |

  53. Long-Term Incentives

    For the annual grants made in 2024, the target value to be delivered in performance-based restricted stock units and time-based restricted stock units was 450% of the base salary midpoint for Mr. Mehta, as CEO, and between 175% and 260% of the base salary midpoint for the other NEOs (excluding Mr. Kyle). For Mr. Kyle, as outgoing CEO, the target value to be delivered was 530% of his base salary midpoint in February 2024. The allocation percentage between the two types of equity for NEOs receiving the annual grant was 60% performance-based restricted stock units and 40% time-based restricted stock units. In determining the number of shares granted in 2024, the target value for each grant was converted to a number of shares based on the opening share price on the day of the grant. For 2024, the Compensation Committee made long-term incentive grants at the first regularly scheduled meeting when the Compensation Committee determined all elements of the NEOs’ compensation for the year, other than the grants for Mr. Mehta which were approved by the Compensation Committee prior to his Appointment Date. Performance-Based Restricted Stock Units To further align the long-term interests of executive leadership with those of our shareholders, and to provide an incentive to achieve long-term financial and operating objectives, the Compensation Committee granted performance-based restricted stock units to key employees (including the NEOs) that vest based on the achievement of specified performance objectives. Performance-based restricted stock units also serve to both reward and retain executives, as the receipt of a payout is linked to performance and the value of the payout is linked to the share price when the shares vest. Cumulative dividend equivalents are paid in cash based on the actual number of shares delivered at the end of the performance cycle. 2024-2026 Performance-Based Restricted Stock Units Cycle The performance metrics for performance-based restricted stock units granted in 2024 were cumulative adjusted EPS, adjusted ROIC and relative TSR for a three-year performance period (2024-2026). The Compensation Committee selected the financial performance metrics because it believed they are highly correlated to driving long-term shareholder value and achieving the Company’s business strategy. The Committee selected the relative TSR metric in part to align with the growing prevalence of the use of relative TSR among peer companies. Actual performance for adjusted EPS and adjusted ROIC is calculated based on adjusted earnings as used for external reporting in 2024(5), with the ability to exclude the effect of material changes in accounting principles, methods, or significant changes in tax law that are not reflected in the plan, and/or the impact on results from a single acquisition of $700 million or greater during the three-year performance cycle. For both the Company and the chosen comparison group, which is the S&P 400 Capital Goods Index, relative TSR performance is measured by comparing the average closing stock price for the last 30 calendar days of the performance period, minus the average closing stock price for the 30 calendar days prior to the start of the performance period, plus cumulative dividends, divided by the average closing stock price for the 30 calendar days prior to the start of the performance period. The S&P 400 Capital Goods Index was chosen as the comparison group for relative TSR given that the Company is a member of the index, operates in similar markets and geographies to other members of the index, and competes for investor capital with other index members. (5) See Appendix A for reconciliations of adjusted EPS and adjusted ROIC as used for external reporting to their most directly comparable GAAP financial measures. Beginning with our grants made in 2023, the Company calculates adjusted EPS as excluding intangible amortization from acquisitions in addition to the Company’s prior adjustments used for external reporting purposes. In addition, as of our 2023 grants, the Company started calculating adjusted ROIC as adjusted net operating profit after taxes and excluding tax-effected acquisition intangible amortization divided by a two-point average of net debt plus total equity over the period. Grants made prior to 2023 do not include these additional adjustments. For the 2024-2026 performance-based restricted stock unit cycle, the cumulative adjusted EPS target was set approximately 6% higher than the actual cumulative adjusted EPS results for the 2021-2023 cycle (calculated to exclude intangible amortization from acquisitions), which was the most recently completed cycle at the time the 2024-2026 target was established and was also record three-year performance at that time. The three-year target for adjusted ROIC was set equal to the adjusted ROIC results for the 2021-2023 cycle (calculated to exclude tax-effected acquisition intangible amortization and utilizing net debt instead of total debt) and 100 basis points above the 2023-2025 adjusted ROIC target. The factors that go into setting the adjusted EPS and adjusted ROIC targets include consideration of prior-year results for the Company as compared to results for U.S. industrial peers, current market conditions, cyclicality and outlook, acquisitions, divestitures, past targets and performance against those targets among other factors. The Company’s performance targets for the performance-based restricted stock units granted in 2024 are shown in the table below. Straight-line interpolation is used to calculate payouts for these performance-based restricted stock units. 2024-2026 Performance-Based Restricted Stock Units Cycle: Metrics and Weightings

  54. Long-Term Incentives

    | | Threshold | Target | Maximum | | Three-Year Cumulative Adjusted EPS (50% weighting) | $14.86 | $19.81 | $24.76 | | Adjusted ROIC* (30% weighting) | 9.8% | 13.7% | 16.2% | | Relative TSR** (20% weighting) | 25th percentile | 50th percentile | 75th percentile | | | • | • | • | | Plan Funding | 50% | 100% | 200% |

  55. Long-Term Incentives

    *Adjusted ROIC less than 9.0% will result in zero payout for the cycle. Between adjusted ROIC of 9.0% to 9.8%, a payout under the Three-Year Cumulative Adjusted EPS metric is possible. ** See “2024-2026 Performance-Based Restricted Stock Units Cycle” on page 50, for information regarding how performance for relative TSR is calculated. For information about the specific performance-based restricted stock units awarded to the NEOs in 2024, see the “2024 Grants of Plan-Based Awards” table on page 61. Results for the 2022-2024 Performance-Based Restricted Stock Units Cycle In 2022, the NEOs received awards of performance-based restricted stock units to cover a three-year performance period (2022-2024). The performance metrics for performance-based restricted stock units granted in 2022 were cumulative adjusted EPS and adjusted ROIC for the three-year performance period. The Compensation Committee selected these metrics because it believed they are highly correlated to driving long-term shareholder value and achieving the Company’s business strategy. Actual performance for adjusted EPS and adjusted ROIC is calculated based on fully adjusted EPS as used for external reporting(6), with the ability to exclude the effect of changes in accounting principles or methods that are not reflected in the plan. No such exclusions were applied to the 2022-2024 performance-based restricted stock unit cycle, and fully adjusted EPS and adjusted ROIC as used for external reporting were used to determine actual performance for the applicable compensation adjusted metrics. The Compensation Committee believed that the targets for the performance-based restricted stock units granted in 2022 were appropriately challenging and that achievement would be supportive of shareholder value creation. The adjusted EPS target for the 2022-2024 performance-based restricted stock unit cycle was 10% higher than the actual cumulative adjusted EPS for the 2019-2021 performance (6) See Appendix A for reconciliations of adjusted EPS and adjusted ROIC as used for external reporting to their most directly comparable GAAP financial measures. Beginning with our grants made in 2023, the Company calculates adjusted EPS as excluding intangible amortization from acquisitions in addition to the Company’s prior adjustments used for external reporting purposes. In addition, as of our 2023 grants, the Company started calculating adjusted ROIC as adjusted net operating profit after taxes and excluding tax-effected acquisition intangible amortization divided by a two-point average of net debt plus total equity over the period. Grants made prior to 2023 do not include these additional adjustments. cycle, which was the most recently completed cycle at the time the 2022-2024 target was established and was also record three-year performance at that time. The adjusted ROIC target for the 2022-2024 cycle was set approximately 10 basis points higher than the actual average adjusted ROIC for the 2019-2021 performance cycle. Performance-based restricted stock units were earned at 136.8%, reflecting very strong performance throughout the cycle including record three-year cumulative adjusted EPS over the period and strong average adjusted ROIC performance. The Company’s performance goals and actual calculated results for the 2022-2024 cycle are summarized in the table below. Straight-line interpolation is used to calculate actual payouts for these performance-based restricted stock units. 2022-2024 Performance-Based Restricted Stock Units Cycle: Metrics, Weightings and Actual Results

  56. Long-Term Incentives

    | | Threshold | Target | Maximum | Actual | | Three-Year Cumulative Adjusted EPS (60% weighting) | $10.33 | $14.76 | $19.19 | $17.37 | | ROIC (40% weighting) | 8.5% | 11.0% | 14.0% | 11.1% | | | • | • | • | • | | Plan Funding | 50% | 100% | 200% | 136.8% |

  57. Long-Term Incentives

    Under accounting rules, performance-based restricted stock units are expensed over the vesting period using the fair value on the date of grant and adjusted quarterly to account for actual and anticipated performance. Time-Based Restricted Stock Units Time-based restricted stock units that were awarded in 2024 to each NEO vest 25% each year over a four-year period, except for the one-time grant to Mr. Mehta made in connection with being hired on September 5, 2024, which will vest 25% on February 8, 2025, with additional 25% vestings on each of the next three anniversaries of February 8, 2025 to better align with the other NEOs. Cumulative dividend equivalents are paid in cash upon vesting. For information about the specific number of time-based restricted stock units awarded to the NEOs in 2024, see the “2024 Grants of Plan-Based Awards” table on page 61. Under accounting rules, time-based restricted stock units are expensed over the vesting period using the fair value on the date of grant. For the treatment of Mr. Kyle’s awards in connection with him retiring from his position as President & CEO, see the “CEO Transition” section on page 39.

  58. Severance Agreements

    Severance Agreements In addition to retirement payments, the Company provides termination-related payments through severance agreements with individual NEOs in the event of involuntary termination of employment without cause or, following a change in control, in the event of involuntary termination of employment without cause or termination of employment by the executive under certain circumstances. Severance agreements are provided based on competitive market practice and the Company’s desire to ensure some level of income continuity should an executive’s employment be terminated without cause or terminated under other qualifying circumstances. The level of severance benefits reflects the Company’s perception of competitive market practice for the NEOs’ positions, based on an assessment by WTW. Severance pay was established as a multiple of base salary and actual annual cash incentive compensation. In the event of a qualifying termination of employment, an NEO would also be entitled to vesting of equity-based awards in accordance with the respective grant agreement, health and welfare benefits, outplacement services, and (in the event of a qualifying termination that follows a change in control) benefits under our retirement benefit programs. The severance agreements do not contain excise tax gross-up provisions. The types of severance benefits for which our NEOs are potentially eligible, and the potential benefit and compensation amounts, are further described and quantified below under “Potential Payments Upon Termination or Change in Control” on page 66 and in the “Termination Scenarios” table on page 70. Mr. Kyle’s severance agreement terminated on February 15, 2025.

  59. Clawback Provisions

    Clawback Provisions Historically, the Company has maintained specific provisions in its incentive compensation programs regarding the recovery (or clawback) of awards to deter certain types of conduct, including conduct that leads to a restatement of the Company’s financial statements. In 2023, we adopted a Clawback Policy to comply with the SEC and NYSE requirements, in addition to permitting clawback under other circumstances involving certain detrimental conduct. Mandatory Accounting Restatement Provisions The Clawback Policy provides for the clawback of certain excess compensation received during an applicable recovery period by current or former executive officers (including the NEOs) in the event the Company is required to prepare an accounting restatement. The Clawback Policy includes limited exceptions to the requirement to clawback excess amounts in the event of an accounting restatement in accordance with NYSE rules and SEC requirements. Amounts received prior to the adoption of the Clawback Policy continue to be governed by the historical clawback provisions in the Company’s incentive compensation documentation, which provisions may require culpability on the part of a covered Company employee for clawback. Permissive Accounting Restatement Provisions The Clawback Policy also provides for permissive clawback (at the election of the Compensation Committee) from covered Company employees (including the NEOs) who are determined to be personally responsible for causing the accounting restatement due to their personal misconduct or fraudulent activity. Such recovery may include up to 100% of short-term incentive awards received during an applicable recovery period and up to 100% of certain equity awards identified in the Clawback Policy (but limited in both cases to excess amounts that were not actually earned based on the restated financials). Detrimental Activity and Restrictive Covenant Provisions The Clawback Policy further provides for forfeiture of outstanding but unpaid equity awards by certain Company employees (including the NEOs) who are determined to have engaged in certain detrimental activity during employment or service with the Company. In addition, the Clawback Policy requires certain Company employees (including the NEOs) to forfeit equity awards and dividend equivalents (and/or make certain repayments to the Company regarding such awards) if they breach their obligations under restrictive covenant arrangements with the Company.

  60. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information concerning compensation for our NEOs for 2024, 2023 and 2022, as applicable:

  61. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (3) | Stock Awards (4) | Non-Equity Incentive Plan Compensation (5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (6) | All Other Compensation (7) | Total | | Tarak B. Mehta (1) | 2024 | $360,938 | $500,000 | $6,825,195 | $350,654 | - | $49,265 | $8,086,052 | | President & CEO | | | | | | | | | | Philip D. Fracassa | 2024 | $670,845 | - | $1,707,121 | $434,487 | $93,041 | $206,411 | $3,111,905 | | Executive Vice President and | 2023 | $644,225 | - | $2,595,112 | $668,767 | $539,632 | $207,484 | $4,655,220 | | Chief Financial Officer | 2022 | $608,396 | - | $1,405,114 | $683,603 | $0 | $150,144 | $2,847,257 | | Christopher A. Coughlin | 2024 | $670,834 | - | $1,742,925 | $434,481 | $0 | $223,646 | $3,071,886 | | Executive Vice President and | 2023 | $646,726 | - | $2,443,289 | $671,363 | $0 | $229,463 | $3,990,841 | | President Industrial Motion | 2022 | $621,135 | - | $2,122,694 | $697,917 | $0 | $120,723 | $3,562,469 | | Andreas Roellgen (2) | 2024 | $583,838 | - | $1,251,839 | $354,502 | $200,684 | $104,326 | $2,495,189 | | Executive Vice President and | 2023 | $525,349 | - | $1,126,581 | $511,278 | $292,321 | $90,855 | $2,546,384 | | President Engineered Bearings | 2022 | $420,777 | - | $570,775 | $405,792 | $0 | $135,198 | $1,532,542 | | Hansal N. Patel | 2024 | $560,000 | - | $1,001,090 | $317,360 | $13,833 | $126,646 | $2,018,929 | | Executive Vice President, General | 2023 | $502,533 | - | $977,195 | $456,468 | $11,188 | $107,536 | $2,054,920 | | Counsel & Secretary | 2022 | $457,692 | - | $777,261 | $445,068 | - | $61,887 | $1,741,908 | | Richard G. Kyle (1) | 2024 | $1,065,000 | - | $6,322,671 | $1,113,052 | $2,352,646 | $579,961 | $11,433,330 | | Former President & CEO | 2023 | $1,145,380 | - | $6,342,911 | $1,857,835 | $1,258,413 | $534,447 | $11,138,986 | | | 2022 | $1,067,072 | - | $4,876,769 | $1,873,405 | $0 | $420,284 | $8,237,530 |

  62. 2024 Summary Compensation Table

    | (1) On September 5, 2024, Mr. Kyle retired from his position as President & CEO and Mr. Mehta was appointed to this position. Mr. Kyle continued to serve as an employee of the Company as Advisor to the CEO for a transition period that ended on February 15, 2025, at which point he retired as an employee of the Company. |

  63. 2024 Summary Compensation Table

    | (2) Mr. Roellgen’s compensation is generally based in Euros. The conversion rate used for purposes of converting the Euros earned by Mr. Roellgen into U.S. Dollars for purposes of the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 2024 was €1.00 = $1.0354, which was the applicable exchange rate as of December 31, 2024. For all other columns in this table, the conversion rate used for purposes of converting the Euros earned by Mr. Roellgen into U.S. Dollars for 2024 was €1.00 = $1.0819 (the average monthly exchange rate for the 2024 calendar year), which approach we believe provides a reasonable representation of his compensation by accounting for currency exchange fluctuations that occurred throughout the calendar year. |

  64. 2024 Summary Compensation Table

    | (3) The amount shown in this column for Mr. Mehta reflects a cash sign-on payment of $500,000 in connection with being appointed President & CEO on September 5, 2024. |

  65. 2024 Summary Compensation Table

    | (4) The amounts shown in this column for 2024 include the grant date fair value of time-based restricted stock units granted in 2024. See the description of time-based restricted stock units on page 49. Additionally, this column includes the grant date fair market value of the performance-based restricted stock units for the 2024-2026 performance cycle at the probable outcome of the applicable performance conditions as of the grant date. See the description of the performance-based restricted stock units on page 49. Should performance equal or exceed the maximum goals for the performance conditions, for these performance-based restricted stock units, the grant date fair value for such awards would instead be: Mr. Mehta - $6,210,920; Mr. Fracassa - |

  66. 2024 Summary Compensation Table

    $1,975,347; Mr. Coughlin - $2,015,992; Mr. Roellgen - $1,446,962; Mr. Patel - $1,158,383; and Mr. Kyle - $7,316,100. The amounts shown in this column for 2023 (and in the total compensation column for 2023) were updated to reflect revised grant date fair market values for the 20% portion of performance-based restricted stock units granted in 2023 that are based on relative TSR. These updates led to an increase in the total compensation amounts previously reported of approximately 3% for the named executive officers for 2023. For Mr. Mehta, the amount shown in this column for 2024 also includes the grant date fair value of a grant of 25,300 deferred shares made to Mr. Mehta in connection with being appointed President & CEO on September 5, 2024. These deferred shares will vest 50% on each of the first and second year anniversaries of the grant date, contingent on continued employment with the Company. The amounts shown in this column are computed in accordance with FASB ASC Topic 718.

  67. 2024 Summary Compensation Table

    | (5) The amounts shown in this column for 2024 represent actual cash award payouts under the annual cash incentive plan for 2024 performance. The payout for Mr. Mehta was prorated based on his actual earned base salary between his Appointment Date through the end of 2024. Both Mr. Fracassa and Mr. Patel elected to defer receipt of a portion of their 2024 annual cash incentive plan payout under the Deferred Compensation Plan. |

  68. 2024 Summary Compensation Table

    | (6) The amounts shown in this column for 2024 represent the difference between the accumulated benefit amounts shown in the 2024 Pension Benefits Table as of December 31, 2024 and those amounts calculated as of December 31, 2023. See “2024 Pension Benefits Table” on page 64 for a description of how the amounts as of December 31, 2024 were calculated. For U.S.-based NEOs, the amounts as of December 31, 2023 were calculated in the same manner as the December 31, 2024 amounts, except that discount rates of 5.45% for nonqualified plans and 5.37% for qualified plans were used (compared to discount rates of 5.78% and 5.84%, respectively, for the 2024 amounts). For Mr. Roellgen, the amounts as of December 31, 2023 were calculated in the same manner as 2024 amounts, except that a discount rate of 3.20% was used (compared to a discount rate of 3.35% for 2024). Values were determined assuming retirement at age 62 for U.S. NEOs and 63.75 for Mr. Roellgen, the earliest age unreduced pension benefits are payable from the applicable plans in each case. For Mr. Kyle, the amount reflects the value as of December 31, 2024, assuming his retirement on February 15, 2025. While the Summary Compensation Table includes a $0 value for change in pension value for Mr. Fracassa and Mr. Coughlin, the value of their pensions actually decreased $41,790 and $732,900, respectively, in 2024, primarily due to the increase in the assumed discount rate since December 31, 2023 for Mr. Fracassa and the plan design associated with Mr. Coughlin having passed age 62. Mr. Mehta and Mr. Patel do not participate in the Pension Plan, receive supplemental pension plan benefits, or have an Excess Benefit Agreement. The amounts shown in this column for 2024 also include above-market interest, as defined by the SEC, earned on amounts deferred under the Deferred Compensation Plan for Mr. Fracassa, Mr. Patel and Mr. Kyle, in the amounts of $93,041, $13,833, and $64,628, respectively. The above-market interest earned resulted from the prime rate being higher than benchmark long-term interest rates during the period. |

  69. 2024 Summary Compensation Table

    | (7) The amounts shown in this column for 2024 are detailed in the following table: |

  70. 2024 Summary Compensation Table

    | Name | Annual Company Contribution to SIP, Core DC, and/or French DC (a) | Annual Company Contribution to Post-Tax Savings Plan (b) | Executive Physicals | Personal Use of Company Country Club Memberships (c) | Personal and Spousal Travel and Related Expenses (d) | Cash Dividend Equivalents (e) | Life Insurance (f) | Other (g) | | Tarak B. Mehta | $6,328 | - | - | - | $11,167 | - | $1,849 | $29,921 | | Philip D. Fracassa | $29,325 | $84,542 | $2,715 | $7,159 | - | $79,569 | $3,101 | - | | Christopher A. Coughlin | $31,050 | $89,748 | $2,644 | $10,731 | - | $84,713 | $4,760 | - | | Andreas Roellgen | $43,808 | - | $2,603 | - | - | $30,342 | $1,715 | $25,858 | | Hansal N. Patel | $27,600 | $53,717 | $1,699 | - | - | $43,077 | $553 | - | | Richard G. Kyle | $31,050 | $232,005 | $1,683 | $13,360 | $13,422 | $282,708 | $5,733 | - |

  71. 2024 Summary Compensation Table

    | (a) “SIP” refers to the Savings and Investment Retirement Plan, which is the Company’s primary U.S. qualified defined contribution plan for eligible salaried employees, under which the Company makes matching contributions and “Core DC” contributions to the accounts of eligible U.S. salaried employees. Messrs. Fracassa, Coughlin, Patel and Kyle received SIP matching contributions and Core DC contributions during 2024. Mr. Mehta received SIP matching contributions during 2024 and will be eligible for Core DC contributions starting in 2025. “French DC” refers to the Company’s French qualified defined contribution plan under which Mr. Roellgen received contributions. See the “Retirement Programs” section on page 52 for plan details. |

  72. 2024 Summary Compensation Table

    | (b) The “Post-Tax Savings Plan” is the Company’s non-tax qualified restoration plan for eligible U.S. salaried employees whose contributions and benefits in qualified retirement plans are limited by Section 415 of the Code. |

  73. 2024 Summary Compensation Table

    | (c) The amounts shown for personal use of country club memberships reflect prorated amounts of Company-paid annual membership dues in 2024 that relate to personal use by the NEOs. There are no incremental costs to the Company for personal use, as just one annual payment is made to cover membership dues for both business use and personal use, but all personal expenses are allocated to, and borne by, the NEOs. |

  74. 2024 Summary Compensation Table

    | (d) The amounts shown in this column represent expenses related to spousal travel and/or personal travel. If applicable, spousal travel amounts may include the incremental cost of transportation and meals while traveling. Personal travel amounts may include Company-purchased commercial flights for personal use and incremental travel expenses for personal use of the Company aircraft such as direct variable operating costs related to fuel, maintenance expenses, landing and parking fees, crew accommodations and meals. Since the aircraft is used primarily for business travel, the Company does not include in the calculation the fixed costs that do not change based on usage. No tax gross-ups on the related imputed income are paid. |

  75. 2024 Summary Compensation Table

    | (e) Reflects cumulative dividend equivalents paid in cash in 2024 upon vesting for applicable time-based restricted stock units, performance-based restricted stock units, and deferred shares (if applicable). |

  76. 2024 Summary Compensation Table

    | (f) The amounts shown represent the actual premiums paid by the Company for term life insurance (which is provided by the Company for all eligible employees at a level equal to one times their annual salary) and long-term disability insurance. |

  77. 2024 Summary Compensation Table

    | (g) For Mr. Mehta, this column reflects incremental relocation costs beyond what is covered by the Company’s standard international relocation policy in the amount of $19,963, which |

  78. 2024 Summary Compensation Table

    | includes executive-level support from the Company’s relocation vendor, temporary housing and rental car usage beyond the policy’s limits. This column also includes standard tax gross-ups provided under the international relocation policy. For Mr. Roellgen, this column reflects his Company car benefit, Company contributions into his TESOP, and an additional amount of $12,340 paid under the legally required French profit-sharing plan. |

  79. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth information concerning certain grants made to our NEOs during 2024:

  80. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards (5) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Tarak B. | 09/05/2024 RSUs (1) | | | | | | | 26,175 | $2,070,966 | | Mehta | 09/05/2024 CSTIP (2) | $43,313 | $433,125 | $866,250 | | | | | | | | 09/05/2024 Perf RSUs (3) | | | | 3,925 | 39,250 | 78,500 | | $2,752,493 | | | 09/05/2024 Def Shrs (4) | | | | | | | 25,300 | $2,001,736 | | Philip D. | 02/08/2024 RSUs (1) | | | | | | | 8,100 | $658,449 | | Fracassa | 02/08/2024 CSTIP (2) | $53,668 | $536,676 | $1,073,351 | | | | | | | | 02/08/2024 Perf RSUs (3) | | | | 1,215 | 12,150 | 24,300 | | $1,048,672 | | Christopher A. | 02/08/2024 RSUs (1) | | | | | | | 8,275 | $672,675 | | Coughlin | 02/08/2024 CSTIP (2) | $53,667 | $536,667 | $1,073,335 | | | | | | | | 02/08/2024 Perf RSUs (3) | | | | 1,240 | 12,400 | 24,800 | | $1,070,250 | | Andreas | 02/08/2024 RSUs (1) | | | | | | | 5,950 | $483,676 | | Roellgen | 02/08/2024 CSTIP (2) | $43,788 | $437,878 | $875,756 | | | | | | | | 02/08/2024 Perf RSUs (3) | | | | 890 | 8,900 | 17,800 | | $768,163 | | Hansal N. | 02/08/2024 RSUs (1) | | | | | | | 4,750 | $386,128 | | Patel | 02/08/2024 CSTIP (2) | $39,200 | $392,000 | $784,001 | | | | | | | | 02/08/2024 Perf RSUs (3) | | | | 713 | 7,125 | 14,250 | | $614,962 | | Richard G. | 02/08/2024 RSUs (1) | | | | | | | 30,000 | $2,438,700 | | Kyle | 02/08/2024 CSTIP (2) | $137,483 | $1,374,833 | $2,749,667 | | | | | | | | 02/08/2024 Perf RSUs (3) | | | | 4,500 | 45,000 | 90,000 | | $3,883,971 |

  81. 2024 Grants of Plan-Based Awards

    | (1) The “RSUs” amounts shown reflect the time-based restricted stock units granted to each NEO in 2024 under the Equity and Incentive Compensation Plan. See the description of time-based restricted stock units on page 49. |

  82. 2024 Grants of Plan-Based Awards

    | (2) The “CSTIP” amounts shown reflect payout opportunities at threshold, target and maximum performance levels under the annual cash incentive plan design for 2024. Threshold is reflected as the minimum payout if (a) the adjusted EBITDA results would lead to a payout under that metric of zero, (b) one of either the adjusted EBITDA margin or free cash flow metric results would lead to a payout of zero, (c) the results for the other metric identified in clause (b) (either adjusted EBITDA margin or free cash flow) would lead to a payout at threshold under that metric, and (d) adjusted EBITDA margin was greater than 13.5%. See the “Annual Cash Incentive” section on page 47 for additional details. |

  83. 2024 Grants of Plan-Based Awards

    | (3) The “Perf RSUs” amounts shown indicate aggregate threshold, target and maximum award opportunities for the performance-based restricted stock units covering the 2024-2026 cycle granted to each NEO in 2024 under the Equity and Incentive Compensation Plan. Threshold is reflected as the minimum payout if the adjusted EPS metric pays at threshold, the adjusted ROIC metric pays at threshold, but performs above the plan circuit breaker, and the relative TSR metric pays at threshold. See the description of the performance-based restricted stock units on page 49. |

  84. 2024 Grants of Plan-Based Awards

    | (4) The “Def Shrs” amounts shown reflect a one-time grant of 25,300 deferred shares made to Mr. Mehta on September 5, 2024. This one-time grant was made in connection with being appointed President & CEO. These shares will vest 50% on each of the first and second year anniversaries of the grant date, contingent on Mr. Mehta’s continued employment with the Company. |

  85. 2024 Grants of Plan-Based Awards

    | (5) The amounts shown reflect the grant date fair value of time-based restricted stock units, deferred shares and performance-based restricted stock units granted in 2024, calculated in accordance with FASB ASC Topic 718. The fair market value of time-based restricted stock units, deferred shares and performance-based restricted stock units is the opening price of our common shares on the date of grant multiplied by the number of shares granted (or, for performance-based restricted stock units, the number of shares granted, at the probable outcome of the applicable performance conditions as of the grant date). |

  86. 2024 Grants of Plan-Based Awards

    For more information regarding certain compensation arrangements with our NEOs, please refer to the “Potential Payments Upon Termination or Change in Control” section on page 66. For information regarding the amount of various compensation elements in proportion to total compensation, see the NEO pay mix charts in the “Aligning Pay with Performance” section on page 41. For the treatment of Mr. Kyle’s awards in connection with him retiring from his position as President & CEO, see the “CEO Transition” section on page 39.

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning unexercised Company stock options and stock awards that have not vested for each of our NEOs as of December 31, 2024:

  88. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards (1) | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised (#) Options Exercisable | Number of Securities Underlying Unexercised (#) Options Unexercisable | Option Exercise Price | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Tarak B. Mehta | | | | | | 09/05/2024 (2) | 26,175 | $1,868,110 | - | - | | | | | | | | 09/05/2024 (3) | - | - | 39,250 | $2,801,273 | | | | | | | | 09/05/2024 (4) | 25,300 | $1,805,661 | - | - | | Philip D. Fracassa | | | | | | 02/10/2021 (2) | 1,675 | $119,545 | - | - | | | | | | | | 02/10/2022 (2) | 4,188 | $298,898 | - | - | | | | | | | | 02/09/2023 (3) | - | - | 11,225 | $801,128 | | | | | | | | 02/09/2023 (2) | 5,607 | $400,172 | - | - | | | | | | | | 12/07/2023 (4) | 12,000 | $856,440 | - | - | | | | | | | | 02/08/2024 (3) | - | - | 12,150 | $867,146 | | | | | | | | 02/08/2024 (2) | 8,100 | $578,097 | - | - | | Christopher A. Coughlin | 02/12/2018 | 37,925 | - | $44.65 | 02/12/2028 | 02/10/2021 (2) | 1,788 | $127,610 | - | - | | | 02/12/2019 | 40,750 | - | $42.60 | 02/12/2029 | 02/10/2022 (2) | 4,425 | $315,812 | - | - | | | | | | | | 02/09/2023 (3) | - | - | 11,800 | $842,166 | | | | | | | | 02/09/2023 (2) | 5,907 | $421,583 | - | - | | | | | | | | 02/10/2023 (4) | 8,000 | $570,960 | - | - | | | | | | | | 02/08/2024 (3) | - | - | 12,400 | $884,988 | | | | | | | | 02/08/2024 (2) | 7,941 | $566,749 | - | - | | Andreas Roellgen | 02/13/2017 | 6,850 | - | $45.35 | 02/13/2027 | 02/10/2021 (2) | 632 | $45,106 | - | - | | | 02/12/2018 | 7,925 | - | $44.65 | 02/12/2028 | 02/10/2022 (2) | 1,700 | $121,329 | - | - | | | 02/12/2019 | 8,525 | - | $42.60 | 02/12/2029 | 02/09/2023 (3) | - | - | 7,475 | $533,491 | | | | | | | | 02/09/2023 (2) | 3,732 | $266,353 | - | - | | | | | | | | 02/08/2024 (3) | - | - | 8,900 | $635,193 | | | | | | | | 02/08/2024 (2) | 5,950 | $424,652 | - | - | | Hansal N. Patel | | | | | | 02/10/2021 (2) | 944 | $67,373 | - | - | | | | | | | | 02/10/2022 (2) | 2,313 | $165,079 | - | - | | | | | | | | 02/09/2023 (3) | - | - | 6,475 | $462,121 | | | | | | | | 02/09/2023 (2) | 3,244 | $231,524 | - | - | | | | | | | | 02/08/2024 (3) | - | - | 7,125 | $508,511 | | | | | | | | 02/08/2024 (2) | 4,750 | $339,008 | - | - | | Richard G. Kyle | | | | | | 02/10/2021 (2) | 5,919 | $422,439 | - | - | | | | | | | | 02/10/2022 (2) | 14,525 | $1,036,649 | - | - | | | | | | | | 02/09/2023 (3) | - | - | 42,050 | $3,001,109 | | | | | | | | 02/09/2023 (2) | 21,038 | $1,501,482 | - | - | | | | | | | | 02/08/2024 (3) | - | - | 45,000 | $3,211,650 | | | | | | | | 02/08/2024 (2) | 30,000 | $2,141,100 | - | - |

  89. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) All option awards shown are nonqualified stock options granted prior to 2020 that are fully vested and will expire ten years after the date of grant. Nonqualified stock options were eliminated from our long-term incentive award mix in 2020. |

  90. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) Time-based restricted stock units vest 25% per year over the four-year period from the date of grant, except for the one-time grant to Mr. Mehta made in connection with being hired on September 5, 2024, which will vest 25% on February 8, 2025, with additional 25% vestings on each of the next three anniversaries of February 8, 2025 to better align with the other NEOs. Upon an NEO becoming retirement eligible, restricted stock units may be withheld prior to vesting for taxes owed on such restricted stock units being deemed nonforfeitable. |

  91. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Performance-based restricted stock units vest after the end of the three-year performance cycle based on the achievement of performance objectives. For the performance-based restricted stock units granted on February 9, 2023 and February 8, 2024 (September 5, 2024 for Mr. Mehta), the amounts are shown at target. |

  92. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) Deferred shares for Mr. Mehta granted on September 5, 2024 vest 50% on each of the first and second year anniversaries of the grant date. Deferred shares for Mr. Fracassa granted on December 7, 2023 vest 100% on March 31, 2026. Deferred shares for Mr. Coughlin granted on February 10, 2023 vest 100% on March 31, 2025. All grants vest in full, contingent on continued employment with the Company. |

  93. Outstanding Equity Awards at 2024 Fiscal Year-End

    The market value of the stock awards shown in the table above was determined based upon the closing price of our common shares on December 31, 2024, which was $71.37.

  94. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table sets forth information with respect to the exercise of stock options by and vesting of other equity-based awards for our NEOs during 2024:

  95. 2024 Option Exercises and Stock Vested

    | | Option Awards (1) | | Stock Awards (2) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (3) | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Tarak B. Mehta | - | - | - | - | | Philip D. Fracassa | - | - | 25,113 | $2,065,656 | | Christopher A. Coughlin | 36,825 | $1,640,554 | 26,376 | $2,169,687 | | Andreas Roellgen | - | - | 10,443 | $858,803 | | Hansal N. Patel | - | - | 13,630 | $1,121,339 | | Richard G. Kyle | - | - | 88,125 | $7,247,970 |

  96. 2024 Option Exercises and Stock Vested

    | (1) Nonqualified stock options were eliminated from our long-term incentive award mix in 2020. |

  97. 2024 Option Exercises and Stock Vested

    | (2) Stock awards include time-based restricted stock units and performance-based restricted stock units for all NEOs. The value realized on vesting for time-based and performance-based restricted stock units is the number of shares that vested in 2024 multiplied by the fair market value of our common shares on the date of vesting. Fair market value for performance-based restricted stock units is determined by the average of the high and low price of our common shares on the date of vesting, which is the date that the Compensation Committee approves the performance score payout associated with such award. |

  98. 2024 Option Exercises and Stock Vested

    | (3) The value realized on the exercise of stock options is the difference between the exercise price and the fair market value of our common shares at the time of exercise. Fair market value is determined by a real-time trading quote from the NYSE at the time of exercise. |

  99. 2024 Pension Benefits Table

    2024 Pension Benefits Table Year-over-year changes in pension values are influenced by plan participation, age, and, solely for Mr. Roellgen, changes in length of service and annual cash compensation, as well as external factors such as changes to mortality assumptions, discount rates, and interest on the prior year’s values as the benefits are one year closer to being paid. For Mr. Fracassa and Mr. Kyle, the passage of time and Mr. Kyle’s early retirement (applicable only to his values) resulted in positive change in actuarial pension values from the prior-year measurement period for the frozen U.S. defined benefit pension plans, while Mr. Coughlin’s pension values decreased due to his continuing employment after age 62. The following table sets forth the number of years of credited service and actuarial present value of the defined benefit pension plans for our NEOs as of December 31, 2024 (see the “Retirement Programs” section on page 52 for additional details of the material features of these plans):

  100. 2024 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit (1) | | Tarak B. Mehta (2) | Supplemental Pension Plan | - | - | | | Pension Plan | - | - | | Philip D. Fracassa (2) | Supplemental Pension Plan | 17.2 | $4,611,585 | | | Pension Plan | - | - | | Christopher A. Coughlin | Supplemental Pension Plan | 38.5 | $4,884,017 | | | Pension Plan | 38.5 | $1,059,383 | | Andreas Roellgen (3) | Europe Executive Plan | 15.3 | $830,158 | | | FRIP | 26.3 | $312,712 | | Hansal N. Patel (2) | Supplemental Pension Plan | - | - | | | Pension Plan | - | - | | Richard G. Kyle (2) | Supplemental Pension Plan | 16.7 | $15,266,216 | | | Pension Plan | - | - |

  101. 2024 Pension Benefits Table

    | (1) The “Present Value of Accumulated Benefit” is the present value of pension benefits earned as of December 31, 2024 that would be payable under that plan for the life of the executive, beginning at age 62 for U.S. NEOs (except with respect to Mr. Kyle, for whom the table reflects his actual retirement information) and age 63.75 for Mr. Roellgen. See Note 17 – Retirement Benefit Plans in the Notes to the Consolidated Financial Statement in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024 for details about the assumptions used to determine present value. |

  102. 2024 Pension Benefits Table

    | (2) Because Mr. Mehta, Mr. Fracassa, Mr. Patel and Mr. Kyle were not employed by the Company as of December 31, 2003, they did not accumulate any service under the Pension Plan. Mr. Mehta and Mr. Patel also do not receive Supplemental Pension Plan benefits. |

  103. 2024 Pension Benefits Table

    | (3) Because Mr. Roellgen is based in Colmar, France, he is not eligible for either the Pension Plan or the Supplemental Pension Plan. Instead, Mr. Roellgen is a participant in the FRIP and the Europe Executive Plan. Mr. Roellgen had earned 15.3 years of service under the Europe Executive Plan when his accumulation of years of service under such plan was frozen at the end of 2012. Mr. Roellgen’s compensation is based in Euros. The conversion rate used for purposes of converting the Euros earned by Mr. Roellgen into U.S. Dollars for purposes of this table was €1.00 = $1.0354, which was the applicable exchange rate as of December 31, 2024. |

  104. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The table below sets forth information regarding Deferred Compensation Plan contributions, earnings and withdrawals during 2024 and the account balances as of December 31, 2024 for the NEOs:

  105. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2024 (1) | Company Contributions in 2024 | Aggregate Earnings in 2024 (2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2024 (3) | | Tarak B. Mehta | - | - | - | - | - | | Philip D. Fracassa | $568,452 | - | $222,247 | - | $2,659,551 | | Christopher A. Coughlin | - | - | - | - | - | | Andreas Roellgen | - | - | - | - | - | | Hansal N. Patel | $72,188 | - | $33,138 | - | $410,378 | | Richard G. Kyle | $319,500 | - | $154,993 | - | $1,943,228 |

  106. 2024 Nonqualified Deferred Compensation

    | (1) Amounts shown as executive contributions in 2024, if any, were reported in the 2024 Summary Compensation Table (for base salary) or in the 2023 Summary Compensation Table (for payments made under the annual cash incentive plan). |

  107. 2024 Nonqualified Deferred Compensation

    | (2) This column includes interest earned from cash deferrals. In 2024, Mr. Fracassa, Mr. Patel and Mr. Kyle earned above-market interest, as defined by the SEC, on amounts deferred under the Deferred Compensation Plan in the amounts of $93,041, $13,833, and $64,628, respectively. The above-market interest earned resulted from the prime rate being higher than benchmark long-term interest rates in the current interest rate environment. |

  108. 2024 Nonqualified Deferred Compensation

    | (3) Includes $1,478,857 for Mr. Fracassa, $265,326 for Mr. Patel, and $1,143,097 for Mr. Kyle that was previously reported as compensation in Summary Compensation Tables for prior years. |

  109. 2024 Nonqualified Deferred Compensation

    The Deferred Compensation Plan allows certain employees, including the U.S.-based NEOs, to defer, on a pre-tax basis, the receipt of certain types of compensation until a specified point in the future. Eligible compensation includes salary and incentive compensation payable in cash. Cash deferrals earn interest quarterly at a rate equal to the prime rate plus 1%. For further information, see the “Deferred Compensation” section on page 54.

  110. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into severance agreements with each of the NEOs that provide for compensation in the event of termination of employment under certain circumstances (the “Severance Agreements”). In addition, the NEOs are entitled to post-termination payments or benefits under agreements entered into under the Equity and Incentive Compensation Plan, The Timken Company 2011 Long-Term Incentive Plan, as amended and restated as of February 13, 2015 (the “Predecessor Long-Term Incentive Plan”), and/or our retirement and benefit plans in certain situations. The following circumstances would trigger post-termination payments to the NEOs: change in control followed by certain events described below; involuntary termination without cause; retirement; permanent disability; and death. All scenarios are assumed to have occurred on December 31, 2024.

  111. Termination Scenarios

    Termination Scenarios

  112. Termination Scenarios

    | Mr. Mehta | | | | | | | | | Voluntary Resignation | Termination With Cause | Retirement | Death & Disability | Termination Without Cause | Change in Control and Termination | | Cash Severance (1) | - | - | - | - | $4,950,000 | $7,425,000 | | Equity (2) | - | - | - | $4,607,504 | $6,475,043 | $6,007,998 | | Retirement Benefits (3) | - | - | - | - | - | - | | Other Benefits (4) | - | - | - | - | $53,000 | $79,500 | | Total | - | - | - | $4,607,504 | $11,478,043 | $13,512,498 | | Mr. Fracassa | | | | | | | | | Voluntary Resignation | Termination With Cause | Retirement | Death & Disability | Termination Without Cause | Change in Control and Termination | | Cash Severance (1) | - | - | - | - | $1,822,500 | $3,645,000 | | Equity (2) | - | - | - | $3,076,261 | $3,184,672 | $3,776,900 | | Retirement Benefits (3) | - | - | $1,339,985 | - | - | $321,975 | | Other Benefits (4) | - | - | - | - | $79,500 | $79,500 | | Total | - | - | $1,339,985 | $3,076,261 | $5,086,672 | $7,823,375 | | Mr. Coughlin | | | | | | | | | Voluntary Resignation | Termination With Cause | Retirement | Death & Disability | Termination Without Cause | Change in Control and Termination | | Cash Severance (1) | - | - | - | - | $1,822,501 | $3,645,003 | | Equity (2) | - | - | $2,288,122 | $2,859,082 | $3,353,962 | $3,582,203 | | Retirement Benefits (3) | - | - | - | - | - | $328,050 | | Other Benefits (4) | - | - | - | - | $79,500 | $79,500 | | Total | - | - | $2,288,122 | $2,859,082 | $5,255,963 | $7,634,756 | | Mr. Roellgen (5) | | | | | | | | | Voluntary Resignation | Termination With Cause | Retirement | Death & Disability | Termination Without Cause | Change in Control and Termination | | Cash Severance (1) | - | - | - | - | $1,041,327 | $2,082,653 | | Equity (2) | - | - | - | $1,424,759 | $1,576,135 | $1,725,013 | | Retirement Benefits (3) | - | - | - | - | - | - | | Other Benefits (4) | - | - | - | - | $21,700 | $21,700 | | Total | - | - | - | $1,424,759 | $2,639,162 | $3,829,366 | | Mr. Patel | | | | | | | | | Voluntary Resignation | Termination With Cause | Retirement | Death & Disability | Termination Without Cause | Change in Control and Termination | | Cash Severance (1) | - | - | - | - | $969,000 | $1,938,000 | | Equity (2) | - | - | - | $1,280,521 | $1,367,164 | $1,526,890 | | Retirement Benefits (3) | - | - | - | - | - | - | | Other Benefits (4) | - | - | - | - | $26,500 | $53,000 | | Total | - | - | - | $1,280,521 | $2,362,664 | $3,517,890 |

  113. Termination Scenarios

    | (1) “Cash Severance” amounts are determined by multiples of annual pay provided in the Severance Agreements. |

  114. Termination Scenarios

    | (2) “Equity” includes deferred shares, time-based restricted stock units, performance-based restricted stock units and stock option grants. Treatment of equity-based grants in the event of a termination or change in control is described in the “Potential Payments Upon Termination or Change in Control” section on page 66. Beginning with the Predecessor Long-Term Incentive Plan grant for 2012, we modified our equity grant agreements to require double-trigger vesting for awards in the event of a qualifying termination following a change in control. All stock options are valued based on the difference between the below closing stock price and the exercise price (or zero if the difference is negative), times the number of unvested stock options that would accelerate, as provided for in the Severance Agreements. For retirement eligible NEOs, amounts shown reflect the value of unvested restricted stock units that would vest as described in the “Retirement Programs” section on page 52 following retirement as well as the value of performance-based restricted stock units, which are prorated through the last day of employment (for purposes of this table, assuming December 31, 2024 as the termination date). All full-value awards are valued at the closing price of our common shares on December 31, 2024, which was $71.37. |

  115. Termination Scenarios

    | (3) “Retirement Benefits” for eligible NEOs represent the value of additional benefits earned under the qualified and supplemental plans as a result of retirement, termination without cause, or a qualifying termination following a change in control. |

  116. Termination Scenarios

    Values are shown under the retirement scenario for only those NEOs who were eligible for early retirement as defined in the applicable retirement plan as of December 31, 2024 and reflect the incremental present value above what they would receive at age 62. As of December 31, 2024, Mr. Fracassa was eligible for early retirement as defined in the applicable retirement plan. Mr. Coughlin has already reached the earliest unreduced retirement age of 62; therefore, there are no longer incremental benefit values to report in the event of their early retirement.

  117. Termination Scenarios

    | (4) “Other Benefits” consist of continuation of health and welfare benefits through the severance period, with estimated values for U.S.-based NEOs of $16,500 per year and for Mr. Roellgen of $1,000 per year, plus outplacement services (if elected) with estimated values of $10,000 per year for U.S.-based NEOs and $20,700 per year for Mr. Roellgen. |

  118. Termination Scenarios

    | (5) Mr. Roellgen’s compensation is generally based in Euros. The conversion rate used for purposes of converting the Euros earned by Mr. Roellgen into U.S. Dollars was €1.00 = $1.0819 (the average monthly exchange rate for the calendar year). |

  119. Termination Scenarios

    Mr. Kyle is not included in the table above or the tables in the immediately preceding section, since he retired as an employee of the Company on February 15, 2025 and the termination scenarios are no longer possible. Mr. Kyle’s change of control multiple and severance multiple were 3.0x and 2.0x, respectively, as of December 31. 2024. In connection with Mr. Kyle’s retirement from the Company on February 15, 2025, and due to the Committee approvals further described above under the “CEO Transition” section on page 39, he is entitled to receive a pro-rated payment for his 2025 cash incentive opportunity after 2025 based on actual performance (for example, if target performance is achieved, such payment would be equal to approximately $130,000), as well as continued vesting of his time-based restricted stock units and performance-based restricted stock units outstanding at the time of his retirement (plus certain other amended benefits related to those awards, as described above). Assuming for disclosure purposes that such performance-based restricted stock units are ultimately earned based on target performance and applying our closing price for our common shares on February 15, 2025 of $83.15, the intrinsic value of such equity awards would have been $7,299,988.

  120. CEO PAY RATIO

    CEO PAY RATIO As further discussed above, Mr. Mehta began serving as our CEO on September 5, 2024. Under SEC rules, Mr. Mehta’s compensation for purposes of this disclosure has been annualized based on Mr. Mehta’s period of service during 2024 and using reasonable estimates and assumptions regarding the composition of Mr. Mehta’s compensation that would have been applicable if he had been employed by us as CEO for all of 2024 (“Annualized CEO Compensation”). Based on these assumptions, Annualized CEO Compensation was $7,532,596 which represents the total compensation reported for our CEO in the 2024 Summary Compensation Table on page 58 minus an aggregate amount of $553,456, representing the total impact of the annualization of such reported CEO compensation as required under SEC rules and discussed further below. Annualized CEO Compensation for these purposes assumes a full year of base salary for 2024 for Mr. Mehta of $1,125,000, a target value of stock awards granted during 2024 of $5,175,000 (includes only the Company’s annual grant of restricted stock units and performance-based restricted stock units, and not the grant of deferred shares provided to him in connection with becoming the CEO in September 2024), a full-year annual cash incentive award for 2024 for Mr. Mehta (based on actual performance) of $1,093,500, and a full year of “All Other Compensation” for Mr. Mehta of $139,096, using our reasonable assumptions and estimates for these purposes, and excludes the sign-on cash payment of $500,000. The ratio of the Annualized CEO Compensation to the median of the annual total compensation of all of our employees (other than our CEO and the Excluded Employees (as defined below)) as described below (“Median Annual Compensation”), was 132 to 1. For information purposes, the ratio of our CEO’s total compensation for 2024 as set forth in the 2024 Summary Compensation Table on page 58 to Median Annual Compensation was 142 to 1. This pay 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 above and below, but there may be a degree of imprecision due to the permitted use of reasonable estimates and assumptions in preparing this disclosure. In this summary, we refer to the employee who received the Median Annual Compensation as our “Median Employee.” For purposes of this disclosure, the date used to identify our Median Employee was October 1, 2024 (the “Determination Date”). We did not use the same Median Employee to calculate our CEO pay ratio for 2024 that we identified for the calculation in 2023 as the previous median employee’s compensation materially changed in 2024. Our new Median Employee holds a position in our operations group in the United States. For purposes of this disclosure, Median Annual Compensation was $57,093, which was calculated by totaling all applicable elements of compensation that our Median Employee earned during the 2024 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. To identify our Median Employee in 2024, we utilized the consistently applied compensation measure of “target total direct compensation” for the period from January 1, 2024 to December 31, 2024, which measure consisted of the sum of annual base pay plus the targeted value of annual and long-term incentives. For hourly workers, annual base pay was calculated using a reasonable estimate of hours worked during 2024 multiplied by the applicable hourly rate. In addition, we annualized the total compensation (based on reasonable assumptions and estimates relating to our employee compensation program) for any employees (full-time and part-time) that commenced employment with the Company after January 1, 2024. To establish our employee pool, as permitted by the applicable SEC rules, we excluded 742(7) non-U.S employees (the “Excluded Employees”) from our total global workforce of 19,089 employees as of October 1, 2024 who were employed in locations that individually represented less than 5% of our total global workforce from our Median Employee determination process to arrive at a pool of 18,347 employees (this pool, excluding the Excluded Employees and the CEO, is hereinafter referred to as the “Employee Pool”). The Employee Pool did not include any independent contractors or “leased” workers and excluded employees of businesses acquired by us in 2024, as permitted by the applicable SEC rules. We next calculated the median target total direct compensation for our Employee Pool and identified the subset of employees who were paid within a 1% range of such median (the “Comparison Group”). Finally, we selected a representative employee from the Comparison Group as our Median Employee in 2024. We did not utilize any cost-of-living adjustments for purposes of this disclosure.

  121. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  122. Pay Versus Performance Table

    Pay Versus Performance Table As required by the SEC’s pay versus performance rules (“PVP Rules”), the below Pay Versus Performance table (“PVP Table”) provides information about compensation for this Proxy Statement’s NEOs, as well as certain prior years’ NEOs. The PVP Rules require disclosure from this year’s Proxy Statement and each of our preceding four years of proxy statements (each of 2020, 2021, 2022, 2023, and 2024 a “Covered Year”). The PVP Table also provides information about the results for certain financial performance measures during those same Covered Years. In reviewing this information, there are a few important things to consider:

  123. Pay Versus Performance Table

    | • | The information in columns (b) and (d) comes directly from this and prior year’s Summary Compensation Tables, without adjustment (other than as described below in Note 2 to the PVP Table to update for the relative TSR metric); |

  124. Pay Versus Performance Table

    | • | As required by the PVP Rules, we describe the information in columns (c) and (e) as “compensation actually paid” (or “CAP”) to the applicable NEOs, but these CAP amounts do not entirely reflect compensation that our NEOs actually earned for their service in the Covered Years. Instead, CAP reflects a calculation involving a combination of realized pay and realizable or accrued pay; |

  125. Pay Versus Performance Table

    | • | The PVP Rules require that we use a peer group or index for purposes of total shareholder return (“TSR”) comparisons, and we have continued to use the S&P 400 Industrials index (the “PVP Peer Index”) for this purpose; and |

  126. Pay Versus Performance Table

    | • | As required by the PVP Rules, we provide information about our PVP Peer Index TSR results and U.S. GAAP net income results (collectively, the “External Measures”) during the Covered Years in the PVP Table, but we did not base any compensation decisions for the NEOs on, or link any NEO pay to, these particular External Measures. |

  127. Pay Versus Performance Table

    Pursuant to the PVP Rules, the Company is required to designate one financial metric as the “Company-Selected Measure,” or the most important financial measure that demonstrates how the Company sought to link 2024 executive pay to performance. For 2024, the Company has again selected adjusted EPS, as it did for 2023. However, the Company believes that all of the metrics designated in the (7) The Excluded Employees included the following number of employees from the following countries: (a) Brazil – 145 employees; (b) Colombia – 4 employees; (c) Egypt – 2 employees; (d) Ghana – 3 employees; (e) Indonesia – 7 employees; (f) Kazakhstan – 3 employees; (g) Mexico – 502 employees; (h) Nigeria – 1 employee; (i) Philippines – 1 employee; (j) Portugal – 5 employees; (k) Serbia – 1 employee; (l) South Africa – 57 employees; (m) Taiwan – 3 employees; (n) Tanzania – 2 employees; (o) Thailand – 3 employees; (p) Tunisia – 1 employee; (q) Ukraine – 1 employee; and (r) Vietnam – 1 employee. chart under “Most Important Financial Performance Measures” section on page 78 are important drivers of Company performance that are designed to link executive pay to performance.

  128. Pay Versus Performance Table

    | | | | Pay Versus Performance (1) | | | | | | | | | | Summary Compensation Table ("SCT") Total for PEO Kyle | Summary Compensation Table ("SCT") Total for PEO Mehta | | | | | Value of initial fixed $100 Investment based on: | | | | | Year | | | Compensation Actually Paid to PEO Kyle | Compensation Actually Paid to PEO Mehta | Average Summary Compensation Table Total for Non- PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | PVP Peer Index Total Shareholder Return | Net Income | Adjusted EPS | | (a) | (b)(2) | (b) | (c)(3) | (c)(3) | (d)(2) | (e)(3) | (f )(4) | (g)(4) | (h)(5) | (i)(6) | | 2024 | $11,433,330 | $8,086,052 | $3,119,933 | $6,998,271 | $2,674,477 | $1,240,015 | $139 | $198 | $353 | $5.79 | | 2023 | $11,138,986 | N/A | $13,340,698 | N/A | $3,311,841 | $3,862,463 | $153 | $174 | $394 | $7.05 | | 2022 | $8,237,530 | N/A | $12,315,153 | N/A | $2,289,681 | $3,076,448 | $133 | $132 | $407 | $6.02 | | 2021 | $9,665,330 | N/A | $4,260,457 | N/A | $1,968,075 | $1,224,728 | $128 | $150 | $369 | $4.72 | | 2020 | $11,264,263 | N/A | $15,459,072 | N/A | $2,576,293 | $3,260,353 | $140 | $116 | $285 | $4.10 |

  129. Pay Versus Performance Table

    | (1) In 2024, Richard G. Kyle retired from his position as President & CEO at which time Mr. Mehta was appointed to the position. As such, both Mr. Kyle and Mr. Mehta served as principal executive officers (individually, a “PEO” and collectively, the “PEOs”) during 2024. Mr. Kyle alone served as our PEO for each of 2020, 2021, 2022, and 2023. In this disclosure, we refer to our NEOs other than Mr. Kyle and Mr. Mehta in any Covered Year as our “Other NEOs” or our “Non- PEO NEOs.” Christopher A. Coughlin, Philip D. Fracassa and Andreas Roellgen were “Other NEOs” for each of the Covered Years. In addition, Hansal N. Patel was an “Other NEO” for 2024, 2023, 2022 and 2021, Ronald J. Myers was an “Other NEO” for 2021 and 2020, and Hans Landin was an “Other NEO” for 2022. |

  130. Pay Versus Performance Table

    | (2) The Summary Compensation Table Totals for the 2023 Covered Year for Mr. Kyle and the Non- PEO NEOs were updated to reflect revised grant date fair market values for the 20% portion of performance-based restricted stock units granted in 2023 that are based on relative TSR. These updates led to an increase of approximately 3% in the Summary Compensation Table Totals previously reported for the 2023 Covered Year. |

  131. Pay Versus Performance Table

    | (3) For each Covered Year, in determining both the CAP for our PEOs and the average CAP for our Other NEOs, we deducted from or added back the following amounts to the total amounts of compensation reported in column (b) and column (d) for such Covered Year: |

  132. Pay Versus Performance Table

    | Item and Value Added (or Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | For Mr. Kyle: | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | ($2,352,646) | ($1,204,364) | $0 | ($2,674,337) | ($4,448,000) | | + service cost of pension benefits, as calculated for Covered Year | $0 | $0 | $0 | $53,321 | $872,557 | | + prior service cost of pension benefits, as calculated for Covered Year | N/A | N/A | N/A | N/A | N/A | | - SCT “Stock Awards” column value | ($6,322,671) | ($6,342,911) | ($4,876,769) | ($4,422,240) | ($4,421,376) | | - SCT “Option Awards” column value | N/A | N/A | N/A | N/A | N/A | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year | $361,920 | $9,748,987 | $8,954,392 | $1,638,383 | $12,191,628 | | + the Covered Year-end fair value of equity awards granted in (and still outstanding as of the end of) the Covered Year | $4,507,061 | $7,438,418 | $7,260,305 | $3,978,892 | $5,830,701 | | +/- the change in fair value (from prior Covered Year-end to Covered Year-end) of equity awards granted in (and still outstanding as of the end of) the | | | | | | | Covered Year | ($2,599,604) | $1,057,923 | $1,468,606 | ($1,565,525) | $4,965,371 | | + the vesting date fair value of equity awards granted and vested in the Covered Year | $0 | $0 | $0 | $0 | $0 | | +/- the change in fair value (from prior Year-end to vesting date) of equity awards granted in prior Covered Years that vested in the Covered Year | ($1,545,536) | $1,252,645 | $225,480 | ($774,984) | $1,395,557 | | - the prior Covered Year-end fair value of equity awards granted in prior Covered Years that were forfeited in the Covered Year | $0 | $0 | $0 | $0 | $0 | | + dividends/earnings paid or accrued on equity awards during or for the Covered Year (if not otherwise included in CAP) | $0 | $0 | $0 | $0 | $0 | | Total: | ($8,313,397) | $2,201,712 | $4,077,623 | ($5,404,873) | $4,194,809 | | For Mr. Mehta: | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | $0 | N/A | N/A | N/A | N/A | | + service cost of pension benefits, as calculated for Covered Year | $0 | N/A | N/A | N/A | N/A | | + prior service cost of pension benefits, as calculated for Covered Year | N/A | N/A | N/A | N/A | N/A | | - SCT “Stock Awards” column value | ($6,825,195) | N/A | N/A | N/A | N/A | | - SCT “Option Awards” column value | N/A | N/A | N/A | N/A | N/A | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year | $5,737,414 | N/A | N/A | N/A | N/A | | + the Covered Year-end fair value of equity awards granted in (and still outstanding as of the end of) the Covered Year | $5,737,414 | N/A | N/A | N/A | N/A | | +/- the change in fair value (from prior Covered Year-end to Covered Year-end) of equity awards granted in (and still outstanding as of the end of) the Covered Year | $0 | N/A | N/A | N/A | N/A | | + the vesting date fair value of equity awards granted and vested in the Covered Year | $0 | N/A | N/A | N/A | N/A | | +/- the change in fair value (from prior Year-end to vesting date) of equity awards granted in prior Covered Years that vested in the Covered Year | $0 | N/A | N/A | N/A | N/A | | - the prior Covered Year-end fair value of equity awards granted in prior Covered Years that were forfeited in the Covered Year | $0 | N/A | N/A | N/A | N/A | | + dividends/earnings paid or accrued on equity awards during or for the Covered Year (if not otherwise included in CAP) | $0 | N/A | N/A | N/A | N/A | | Total: | ($1,087,781) | N/A | N/A | N/A | N/A |

  133. Pay Versus Performance Table

    | For the Other NEOs (on Average): | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | ($76,890) | ($190,185) | $0 | ($277,922) | ($840,500) | | + service cost of pension benefits, as calculated for Covered Year | $2,718 | $2,043 | $7,436 | $17,114 | $23,144 | | + prior service cost of pension benefits, as calculated for Covered Year | N/A | N/A | N/A | N/A | N/A | | - SCT “Stock Awards” column value | ($1,425,744) | ($1,785,544) | ($1,077,573) | ($868,388) | ($949,966) | | - SCT “Option Awards” column value | N/A | N/A | N/A | N/A | N/A | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year | $65,453 | $2,524,308 | $1,856,904 | $385,849 | $2,451,383 | | + the Covered Year-end fair value of equity awards granted in (and still outstanding as of the end of) the Covered Year | $1,016,413 | $2,035,626 | $1,555,912 | $781,349 | $1,255,379 | | +/- the change in fair value (from prior Covered Year-end to Covered Year-end) of equity awards granted in (and still outstanding as of the end of) the Covered Year | ($614,652) | $227,637 | $277,332 | ($271,499) | $942,616 | | + the vesting date fair value of equity awards granted and vested in the Covered Year | $0 | $0 | $0 | $0 | $0 | | +/- the change in fair value (from prior Year-end to vesting date) of equity awards granted in prior Covered Years that vested in the Covered Year | ($336,308) | $261,046 | $23,660 | ($124,001) | $253,388 | | - the prior Covered Year-end fair value of equity awards granted in prior Covered Years that were forfeited in the Covered Year | $0 | $0 | $0 | $0 | $0 | | + dividends/earnings paid or accrued on equity awards during or for the Covered Year (if not otherwise included in CAP) | $0 | $0 | $0 | $0 | $0 | | Total: | ($1,434,463) | $550,622 | $786,767 | ($743,347) | $684,061 |

  134. Pay Versus Performance Table

    | (4) TSR as set forth in the PVP Table assumes, in each case, an initial investment of $100 on December 31, 2019, in (A) Timken common shares for our cumulative TSR, and (B) the PVP Peer Index for the PVP Peer Index cumulative TSR, based on market prices at the end of each fiscal year through and including December 31, 2024, and reinvestment of dividends. |

  135. Pay Versus Performance Table

    | (5) Net income for purposes of this pay versus performance disclosure is calculated as the consolidated net income of the Company and its subsidiaries, determined in accordance with U.S. GAAP. Dollar values are in millions. |

  136. Pay Versus Performance Table

    | (6) For purposes of this pay versus performance disclosure, adjusted EPS is calculated based on the Company’s adjusted earnings per share as used for external reporting purposes for the Covered Year (net of taxes), further adjusted to exclude the effect of material changes in accounting principles, methods, and/or significant changes in tax law that are not reflected in externally reported diluted earnings per share. Beginning with our grants made in 2023, the Company calculates adjusted EPS as excluding intangible amortization from acquisitions in addition to the Company’s prior adjustments used for external reporting purposes. See Appendix A for a reconciliation of adjusted EPS as used for external reporting to its most directly comparable GAAP financial measure. |