DEF 14A of Timken Co, Mar 17, 2026

DEF 14A of Timken Co

Filed Mar 17, 2026 · FY20250001206774-26-000141

Open on EDGAR

  1. Beneficial Shareholders

    | 75 | CEO Pay Ratio | | 76 | Pay Versus Performance | | 79 | Proposal No. 3: Ratification of Appointment of Independent Auditor | | 80 | Auditor | | 81 | Audit Committee Report | | 82 | Governance and Engagement | | 83 | Proposal No. 4: Shareholder Proposal – Give Shareholders an Improved Ability to Call for a Special Shareholder Meeting | | 87 | Other Information | | 87 | Participation at the Annual Meeting | | 87 | Proxy Solicitation | | 87 | How Proxies Will be Voted | | 88 | Voting at the Meeting | | 88 | Delinquent Section 16(a) Reports | | 88 | Submission of Shareholder Proposals | | 89 | General | | A-1 | Appendix A |

  2. Director Nominees

    Director Nominees See Proposal No. 1 on page 9 of the Proxy Statement for more details on the 12 nominees for Director. The following information describes relevant information about each nominee as of March 1, 2026.

  3. Director Nominees

    | | | | | Committee Memberships | | | | | Name and Title | Age | Director since | Independent | Audit | Compensation | Nominating & Corporate Governance | Other Public Boards | | Lucian Boldea President and Chief Executive Officer, The Timken Company | 54 | 2025 | | | | | _ | | Maria A. Crowe Retired President of Manufacturing Operations, Eli Lilly and Company | 66 | 2014 | ✓ | ✓ | | ✓ Chair | _ | | Elizabeth A. Harrell Retired Major General, U.S. Air Force | 72 | 2017 | ✓ | | ✓ | ✓ | _ | | Richard G. Kyle Retired President and Chief Executive Officer, The Timken Company | 60 | 2013 | | | | | 2 | | Sarah C. Lauber Executive Vice President – Chief Financial Officer, Douglas Dynamics, Inc. | 54 | 2021 | ✓ | ✓ Chair effective as of 3/31/26 | ✓ | | _ | | Todd M. Leombruno Executive Vice President and Chief Financial Officer, Parker Hannifin Corp. | 56 | 2024 | ✓ | ✓ | | ✓ | _ | | Christopher L. Mapes Retired Executive Chairman, President and Chief Executive Officer, Lincoln Electric Holdings, Inc. | 64 | 2014 | ✓ | ✓ | | ✓ | 3 | | Ajita G. Rajendra Retired Executive Chairman, President and Chief Executive Officer, A. O. Smith Corporation | 74 | 2014 | ✓ | ✓ | ✓ Chair | | 1 | | Kimberly K. Ryan Retired President and Chief Executive Officer, Hillenbrand, Inc. | 59 | 2025 | ✓ | ✓ | ✓ | | _ | | Frank C. Sullivan Chairman and Chief Executive Officer, RPM International Inc. | 65 | 2003 | ✓ | | ✓ | ✓ | 1 | | John M. Timken, Jr. Chairman, Board of Directors, The Timken Company | 74 | 1986 | ✓ Independent Chairman | | | | _ | | Ward J. Timken, Jr. Chief Executive Officer, McKinley Strategies, LLC | 58 | 2002 | ✓ | | | | _ | | Average Age | 63 | | | | | | |

  4. 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 2027 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. On February 13, 2026, James F. Palmer, a Director of the Company since 2015, and the Company mutually agreed that he would retire from the Board effective as of March 31, 2026 to support the planned transition of the Audit Committee Chair role to Sarah C. Lauber. We thank Mr. Palmer for his significant contributions to the Company during his service on the Board. At its meeting on February 13, 2026, the Board approved resolutions, based on the recommendations of the Nominating and Corporate Governance Committee, decreasing the size of the Board from 13 to 12 Directors effective as of March 31, 2026 and nominating the 12 individuals set forth below to be elected Directors at the 2026 Annual Meeting of Shareholders to serve for a term of one year expiring at the 2027 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. Boldea, who was elected to the Board in connection with his appointment as President and Chief Executive Officer (“CEO”) on September 1, 2025. 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.

  5. PROPOSAL NO. 1: ELECTION OF DIRECTORS

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

  6. 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, 2026:

  7. Nominees

    | Lucian Boldea Age: 54 Director since 2025 | Business Experience Mr. Boldea has served as CEO of the Company since September 2025. Prior to joining the Company, Mr. Boldea served as President and Chief Executive Officer, Industrial Automation at Honeywell International Inc., (“Honeywell”), an integrated operating company serving a broad range of industries and geographies, from 2024 to September 2025, after having previously served as President and Chief Executive Officer, Performance Materials and Technologies at Honeywell since 2022. Prior to joining Honeywell, Mr. Boldea last served as Executive Vice President at Eastman Chemical Company (“Eastman”), global specialty materials company, from 2020 to 2022. Mr. Boldea joined Eastman in 1997 and served in multiple leadership roles of increasing responsibility. Qualifications Mr. Boldea provides a demonstrated record of executive leadership driving operational excellence, championing innovation and building high-performing teams. Mr. Boldea’s deep industry knowledge, operational capabilities, and strategic vision bring valuable skills to the Board. |

  8. Nominees

    | Maria A. Crowe Age: 66 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. |

  9. Nominees

    | Elizabeth A. Harrell Age: 72 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 strong 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. |

  10. Nominees

    | Richard G. Kyle Age: 60 Director since 2013 | Business Experience Mr. Kyle was our President and CEO from 2014 until 2024 and most recently served as the Company’s interim CEO from March 2025 through September 2025. During the Company’s CEO transitions he served as an employee Advisor to the CEO from September 2024 to February 2025 and again from September 2025 to November 2025. 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. Mr. Kyle also became a director of Sotera Health Company, a leading global provider of end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry, in February 2026 where he serves on the Leadership Development and Compensation Committee and Nominating and Corporate Governance 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. |

  11. Nominees

    | Sarah C. Lauber Age: 54 Director since 2021 Committees: ● Audit (Chair as of March 31, 2026) ● Compensation | Business Experience Ms. Lauber is the 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. |

  12. Nominees

    | Todd M. Leombruno Age: 56 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. |

  13. Nominees

    | Christopher L. Mapes Age: 64 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. |

  14. Nominees

    | Ajita G. Rajendra Age: 74 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 served as a director of A. O. Smith Corporation from 2011 until 2025. Mr. Rajendra 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. |

  15. Nominees

    | Kimberly K. Ryan Age: 59 Director since 2025 Committees: • Audit • Compensation | Business Experience Ms. Ryan 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, from December 2021 until March 9, 2026 in connection with the sale and subsequent delisting of the business, 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 served as a director of Hillenbrand from 2021 to 2026 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 recent leadership of a publicly traded manufacturing company, including experience with strategy, operations, logistics, and information technology. |

  16. Nominees

    | Frank C. Sullivan Age: 65 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 publicly traded 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. |

  17. Nominees

    | John M. Timken, Jr. Age: 74 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. |

  18. Nominees

    | Ward J. Timken, Jr. Age: 58 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. |

  19. 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. Lucian Boldea, our President and CEO, does not receive any additional compensation for his service as a Director. Richard G. Kyle, our former interim CEO, received compensation for his service as a Director following his retirement from the Company on February 15, 2025, up until March 31, 2025, when he was appointed as interim CEO. Mr. Kyle was not eligible for Director compensation between March 31, 2025, and November 14, 2025. He resumed eligibility for Director compensation on November 15, 2025, following his retirement as an employee of the Company. Tarak B. Mehta, our former President and CEO, did not receive any additional compensation for his service as a Director during 2025.

  20. Holding Requirement

    Holding Requirement The Compensation Committee of the Board of Directors has adopted stock ownership requirements for nonemployee Directors equal to five times the annual cash retainer of $100,000, or the equivalent of $500,000 worth of common shares. Directors must meet this requirement within five years of becoming a Director of the Company. In determining whether a Director has met his or her individual ownership target, the Company considers shares owned by the Director and full-value equity awards held by the Director, including restricted stock units still subject to vesting conditions. As of December 31, 2025, all our nonemployee Directors other than Mr. Leombruno and Ms. Ryan had met their stock ownership requirements. Mr. Leombruno joined the Board of Directors in August 2024, and Ms. Ryan joined the Board of Directors in January 2025. They are expected to achieve the ownership requirement within the five-year timeframe.

  21. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides the compensation and benefits applicable to our nonemployee Directors for 2025:

  22. 2025 Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Maria A. Crowe | $137,500 | $150,206 | $2,258 | $289,964 | | Elizabeth A. Harrell | $120,000 | $150,206 | $2,258 | $272,464 | | Richard G. Kyle | $24,932 | - | - | $24,932 | | Sarah C. Lauber | $125,000 | $150,206 | $4,286 | $279,492 | | Todd M. Leombruno | $125,000 | $150,206 | - | $275,206 | | Christopher L. Mapes | $125,000 | $150,206 | $2,258 | $277,464 | | James F. Palmer | $145,000 | $150,206 | $2,258 | $297,464 | | Ajita G. Rajendra | $137,500 | $150,206 | $2,258 | $289,964 | | Kimberly K. Ryan | $117,723 | $150,206 | - | $267,929 | | Frank C. Sullivan | $120,000 | $150,206 | $2,258 | $272,464 | | John M. Timken, Jr. | $250,000 | $150,206 | $2,258 | $402,464 | | Ward J. Timken, Jr. | $100,000 | $150,206 | $2,258 | $252,464 |

  23. 2025 Director Compensation Table

    | (1) Mr. Boldea, 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. Mr. Kyle, our former interim CEO, is included only for the period in which he was not an employee and therefore was eligible for additional compensation for his services as a Director in 2025. Mr. Kyle’s compensation as an employee of the Company is referenced in the Compensation Discussion and Analysis. Tarak B. Mehta is not included in this table for 2025 as he was an employee of the Company and received no additional compensation for his services as a Director in 2025. Ms. Ryan was appointed to the Board of Directors effective January 21, 2025. |

  24. 2025 Director Compensation Table

    | (2) The amount shown for each Director includes fees earned or paid in cash during fiscal year 2025, 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. Ms. Ryan’s fees were prorated based on her period of service with the Board, while Mr. Kyle’s fees were prorated for the periods of time during which he served on the Board and was not an employee of the Company. |

  25. 2025 Director Compensation Table

    | (3) The amount shown for each Director, other than Mr. Kyle who was an active employee of the Company as of the grant date and therefore not eligible for the award, includes the grant date fair value of the award of 2,270 restricted stock units made on May 2, 2025. These restricted stock units generally vest 100% one year following the grant date. Ms. Harrell, Ms. Lauber and Ms. Ryan elected to defer the award made on May 2, 2025, 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. |

  26. 2025 Director Compensation Table

    | (4) All other compensation reflects cash dividend equivalents paid to the Directors in 2025 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 2025. Ms. Harrell and Ms. Lauber elected to defer their annual restricted stock unit awards granted in 2024 as well as corresponding cash dividend equivalents in the amount of $2,258 under the Director Deferred Compensation Plan for distribution in the future. |

  27. 2025 Director Compensation Table

    As of December 31, 2025, unvested restricted stock units were held by the nonemployee Directors as follows:

  28. 2025 Director Compensation Table

    | Name | Unvested Restricted Stock Units | | Maria A. Crowe | 2,270 | | Elizabeth A. Harrell | 2,270 | | Richard G. Kyle(1) | - | | Sarah C. Lauber | 2,670 | | Todd M. Leombruno | 2,270 | | Christopher L. Mapes | 2,270 | | James F. Palmer | 2,270 | | Ajita G. Rajendra | 2,270 | | Kimberly K. Ryan | 2,270 | | Frank C. Sullivan | 2,270 | | John M. Timken, Jr. | 2,270 | | Ward J. Timken, Jr. | 2,270 |

  29. 2025 Director Compensation Table

    | (1) Mr. Kyle holds unvested equity awards that he received as an employee of the Company. For information regarding the amount of unvested equity awards held by Mr. Kyle, see the |

  30. 2025 Director Compensation Table

    Outstanding Equity Awards at 2025 Fiscal Year-End table in the “Executive Compensation” section on page 59. Mr. Kyle does not have any unvested restricted stock units related to his service as a Director.

  31. COMPENSATION DISCUSSION AND ANALYSIS

    | 47 | Key Elements of the Executive Compensation Program | | 48 | Analysis of 2025 Compensation | | 48 | Base Salary | | 48 | Annual Cash Incentive | | 50 | Long-Term Incentives | | 53 | Retirement Programs | | 55 | Deferred Compensation | | 56 | Other Benefits | | 56 | Severance Agreements | | 56 | Stock Ownership Guidelines | | 57 | Anti-Hedging/Pledging Policies | | 57 | Compensation Risk Assessment | | 57 | Clawback Provisions | | 58 | Insider Trading Policy | | 59 | Compensation Committee Report |

  32. 2025 Performance

    2025 Performance Timken posted total revenue of approximately $4.6 billion in 2025, up slightly from 2024. Sales were driven by higher pricing, revenue from the CGI, Inc. acquisition which closed in the third quarter of 2024 and favorable foreign currency translation, which was mostly offset by lower volumes across several sectors and most regions driven by the continued soft industrial market environment. During the year, Timken acted to mitigate the impact of tariffs and executed significant cost savings to help protect margins. The Company also advanced operational excellence initiatives across the enterprise and made further progress integrating recent acquisitions and capturing synergies. We also continued to invest in the business to enhance our portfolio and drive stronger performance, while continuing to optimize our cost structure and manufacturing footprint. Our annualized TSR was 7.8%, 3.4%, and 13.8% over the past three-, five-, and ten-year periods, respectively. In 2025, we achieved net income of $288 million, EPS of $4.11 and adjusted EPS of $5.33(2). Our Company’s performance during 2025, discussed throughout the Compensation Discussion and Analysis (the “CD&A”), resulted in below-target annual cash incentive compensation plan payouts for 2025. During 2025, the Company executed well operationally, but did not meet the challenging performance targets set for the year. The number of performance-based restricted stock units earned for the 2023-2025 cycle also fell slightly short of the established target. A primary driver for the below-target payout for the performance-based restricted stock units was relative TSR, which was added as a performance metric in 2023 and lagged the broader market benchmark for the cycle. However, the Company continued to deliver strong operational and financial performance during the three-year period in a highly dynamic environment – navigating soft industrial market conditions and geopolitical disruptions, inflationary pressure, and tariffs. See page 49 for details on annual cash incentive award decisions, and “2025 Long-Term Incentive Decisions” on page 51 for more details on long-term incentive award payouts. Overall, our NEO compensation for 2025 reflects our compensation objectives. Throughout 2025, our customer-centric innovations were focused on sustainable products and processes to serve a wide and growing list of industries. We also continued our efforts to further reduce the greenhouse gas emissions intensity of our operations. For more information regarding our CSR program, please see page 25 of the Proxy Statement or our most recent CSR report available on our website at https://www.timken.com/corporate-social-responsibility/. Our commitment to creating long-term shareholder value is reflected in our balanced and disciplined approach to capital allocation. During 2025, we generated net cash from operations of approximately $554 million and free cash flow of $406(2) million, up significantly from 2024. This strong cash generation allowed us to reinvest in the core business for growth, continue to return cash to shareholders and further reduce debt. In total, we deployed over $400 million of capital during the year, including:

  33. 2025 Compensation Decisions and Actions

    | | which reflected slightly below target performance during the three-year period. In connection with returning from retirement and being appointed as interim CEO on March 31, 2025, which the Board viewed as critical to providing stability and continuity for Timken shareholders, customers and employees, Mr. Kyle received a one-time grant of 126,700 deferred shares. These deferred shares were subject to specific employment criteria, ensuring the Board had ample time to conduct a thorough search and to onboard Timken’s next President and CEO. As of October 31, 2025, Mr. Kyle satisfied such employment criteria and became eligible to receive the shares awarded to him. These shares will vest 100% on the third anniversary of the grant date. Furthermore, upon his appointment as President and CEO on September 1, 2025, Mr. Boldea received an initial time-based restricted stock unit award of 91,775 shares as one-time, sign-on compensation. These units will vest 33% on each of the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, contingent on continued employment with the Company. | | 2026 Program Updates | For the 2026 plan year, the Company has decided to add revenue as a metric within our annual cash incentive plan and remove adjusted EBITDA as a metric. New weightings on the metrics will be 40% revenue, 40% adjusted EBITDA margin, and 20% free cash flow for purposes of determining payouts under the annual cash incentive plan. By increasing the weighting on the adjusted EBITDA margin metric while adding revenue as a metric, the Company is looking to incentivize profitable, top-line revenue growth to support shareholder value creation. These changes will apply to all employees who participate in the corporate, annual cash incentive plan, including the NEOs. |

  34. Current CEO Total Compensation Package

    | 2025 Annual Compensation | | | | Pay Element and Target Value | Vesting Terms | Key Features | | Annualized Base Salary $1,100,000 | | | | Annual Cash Bonus 125% of Annualized Base Salary | Participation in the Company’s annual corporate cash incentive plan with the same performance requirements established for the other NEOs. | 2025 bonus calculated as if he was employed for the full year of 2025 to offset annual incentives that were forfeited upon leaving his prior employer. | | Performance-Based Restricted Stock Units 60% of long-term incentive opportunity (target grant date value equal to $3,622,500) | Vesting following completion and scoring of the three-year performance cycle (2025-2027). | This mix of performance-based and time-based restricted stock units is aligned with the long-term incentive mix for the other NEOs. Even though Mr. Boldea joined the Company after the beginning of the 2025 performance cycle, he participated in the Company’s long-term incentive plan with the same performance requirements established for the other NEOs for the 2025 performance cycle to further align his interests with the other NEOs and our shareholders. | | Time-Based Restricted Stock Units 40% of long-term incentive opportunity (target grant date value equal to $2,415,000) | Vesting 25% on each of the following four anniversaries of the Appointment Date. | |

  35. Current CEO Total Compensation Package

    | One-Time, Sign-on Compensation | | | | Pay Element and Target Value | Vesting Terms | Key Features | | Cash Bonus $1,500,000 | Subject to repayment upon termination with cause or resignation without good reason within one year of his appointment. | Cash and equity awards to offset the value of certain outstanding incentives forfeited upon leaving his prior employer and to incentivize Mr. Boldea to join the Company during an important transitional period. | | Time Based Restricted Stock Units (the “Initial Grant”) Target grant date value equal to $7,000,000 | Vesting across the next three anniversaries of the Appointment Date subject to Mr. Boldea’s continued employment on each such date. | Generally aligned with vesting timing of Mr. Boldea’s incentives forfeited from his prior employer. |

  36. Aligning Pay with Performance

    | The Company’s Approach to Rewarding Performance Standard elements of our named executive officer compensation consist of base salary, annual cash incentive, long-term incentives that include time-based and performance-based restricted stock units, other primarily broad-based employee benefits and limited perquisites. Annual Cash Incentive ● Reward achievement of short-term Company and individual performance goals Time-Based Restricted Stock Units ● Reward long-term shareholder value creation ● Reinforce ownership in the Company ● Support retention of executives ● Align executive compensation with shareholder interests Performance-Based Restricted Stock Units ● Reward long-term financial results that drive shareholder value ● Reinforce ownership in the Company ● Align executive compensation with shareholder interests ● Support executive retention |

  37. Aligning Pay with 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 2025 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.

  38. Aligning Pay with 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 2025 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) |

  39. Aligning Pay with Performance

    *See “Annual Cash Incentive” and “Long-Term Incentives: Performance-Based Restricted Stock Units” sections on pages 48 and 51, 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:

  40. 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 2025, 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 2025, including for Mr. Boldea. 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 2025 executive compensation decisions for our NEOs. The Company also used a compensation peer group as an additional reference point when determining executive compensation. The 2025 peer group (used to set compensation levels for 2025, including for Mr. Boldea) 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. There were no changes to the 2025 peer group as compared to 2024. Additional factors taken into consideration when setting the 2025 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 2025 compensation peer group is as follows:

  41. Use of Peer Group and Market Data

    | 2025 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. |

  42. 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 37. In 2025, as part of its annual review of executive compensation, the Compensation Committee, in consultation with WTW, reviewed the peer group utilized in 2025 and assessed whether any further adjustments were needed to the peer group referenced for setting compensation levels in 2026. For 2026, the Compensation Committee approved the removal of Carlisle Companies Inc. and the addition of Lincoln Electric Holdings, Inc., citing Carlisle’s recent strategic focus on products and markets in which the Company has comparatively less exposure as a primary factor in the decision. In considering Lincoln Electric Holdings, Inc. for the peer group, the Compensation Committee considered its similar industry, comparable financial profile, and geographic locations of operation.

  43. Use of Peer Group and Market Data

    | Determining Compensation for 2025 |

  44. 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.

  45. 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 2025 compensation decisions, WTW’s primary areas of assistance to the Compensation Committee were:

  46. 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; |

  47. Role of the Compensation Consultant

    | • | Keeping the Compensation Committee and management aware of any regulatory developments, including any actions it should consider in light of new regulations; |

  48. Role of the Compensation Consultant

    | • | 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; |

  49. Role of the Compensation Consultant

    | • | Preparing market compensation levels for the NEOs based on peer group and general industry practices; |

  50. Role of the Compensation Consultant

    | • | Assisting the Compensation Committee with compensation aspects of the CEO recruiting process as well as with other senior leader appointments; |

  51. Role of the Compensation Consultant

    | • | Reviewing information developed by management for the Compensation Committee and providing its input on such information to the Compensation Committee; |

  52. Role of the Compensation Consultant

    | • | Providing insights, analyses and perspectives on ad hoc issues and questions raised by the Compensation Committee and management; |

  53. Role of the Compensation Consultant

    | • | Attending and participating in meetings with the Compensation Committee, as well as briefings with the Compensation Committee Chair and management prior to meetings; and |

  54. Role of the Compensation Consultant

    | • | Reviewing with management and the Compensation Committee materials to be used in preparing the Company’s Proxy Statement. |

  55. 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 2025 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 21 of the Proxy Statement.

  56. Role of the Compensation Consultant

    | Key Elements of the Executive Compensation Program |

  57. Role of the Compensation Consultant

    | Type of Compensation | Link to Program Objectives | Key Features | | Cash Compensation | | | | Base Salary | A standard compensation element in executive compensation packages, offering market-competitive fixed compensation to attract and retain talent | Provides a consistent source of income | | Annual Cash Incentive | A cash award that encourages executives to focus on achievement of specific annual performance goals | Target incentive opportunity is set as a percentage of base salary, and awards are paid out based on achievement relative to annual performance metrics and targets | | Long-Term Equity Incentives | | | | Performance-Based Restricted Stock Units | Requires achievement of specified strategic financial and operating metrics over a three-year period that the Compensation Committee believes are highly correlated to driving long-term shareholder value; it also further aligns the long-term financial interests of our executives with those of our shareholders | Designed to reward executives for attainment of specified three-year corporate performance goals; value is delivered in equity to align with shareholder experience; cumulative dividend equivalents are paid in cash based on the actual number of shares delivered at the end of the three-year performance cycle | | Time Based Restricted Stock Units | Rewards long-term shareholder value creation, enhances executive stock ownership and promotes retention | Four-year (25% per year) time vesting; value is delivered in equity to align with shareholder experience; cumulative dividend equivalents are paid in cash upon vesting | | Benefits | | | | Retirement and Savings Benefits | An element of our benefits program that helps attract and retain executive talent | NEOs receive retirement and savings benefits through several plans: • Qualified and nonqualified defined contribution plans*; • Qualified and nonqualified defined benefit plans*; and • Deferred compensation plan | | Severance and Change in Control Agreements | Helps ensure NEOs remain focused on creating sustainable performance | Agreements help protect the Company and the NEOs from risks by providing: • Economic stability; • Death or disability payments; and • Payments and benefits in the event of a qualifying termination of employment, including in connection with a change in control | | Other Benefits | Keeps program competitive and provides health, disability and life insurance protection for executives | Perquisites are limited in amount and use |

  58. Role of the Compensation Consultant

    *See “Retirement Programs” on page 53 for NEO eligibility.

  59. Role of the Compensation Consultant

    | Analysis of 2025 Compensation |

  60. Annual Cash Incentive

    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 2025 annual cash incentive opportunity was delivered through the shareholder-approved Equity and Incentive Compensation Plan. In 2025, Mr. Boldea, as CEO, had an annual cash target award opportunity of 125% of base salary and the other NEOs who were actively employed as of December 31, 2025, had target award opportunities ranging from 45% to 80% of base salary. Mr. Kyle participated in the annual cash incentive program through his initial retirement on February 15, 2025, but was not provided the opportunity to participate in the annual cash incentive program upon his appointment as interim CEO. Mr. Mehta and Mr. Fracassa had annual cash target award opportunities of 120% and 80% of base salary, respectively, which were cancelled upon their terminations of employment. 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 2025, no such modifiers were applied to the payout results for any of the NEOs). Specific factors used in setting annual cash incentive 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 2025 (using comparable exclusions) at levels the Compensation Committee believed were appropriately challenging given uncertain market conditions. All targets for 2025 were set at challenging levels above actual 2024 results, with adjusted EBITDA up 7%, EBITDA margin up 100 basis points, and free cash flow up 44%. 2025 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 Company set ambitious 2025 targets requiring performance above 2024 levels; payouts were lower than expected after results missed those targets, due to weaker demand across most market sectors and regions with tariffs adding headwinds. Under the corporate annual cash incentive plan, actual performance under each of the three financial metrics is required to reach the respective minimum threshold for that portion of the award to be payable. Performance targets and actual performance levels for the 2025 corporate annual cash incentive plan are shown in the table below. Straight-line interpolation is used to calculate actual payouts under the plan.

  61. Corporate Annual Cash Incentive Plan

    Corporate Annual Cash Incentive Plan

  62. Corporate Annual Cash Incentive Plan

    | | Threshold | Target | Maximum | Actual | | Adjusted EBITDA (60% weighting) | $630M | $900M | $1,035M | $796M (80.7% payout) | | Adjusted EBITDA Margin* (20% weighting) | 15.0% | 19.5% | 21.0% | 17.4% (76.3% payout) | | Free Cash Flow (20% weighting) | $264M | $440M | $616M | $406M (90.4% payout) | | | • | • | • | • | | Plan Payout | 50% | 100% | 200% | 81.8% payout |

  63. Corporate Annual Cash Incentive Plan

    * Adjusted EBITDA Margin less than 13.5% would have resulted in zero payout for the plan. Above 13.5%, a payout under the Adjusted EBITDA metric and/or Free Cash Flow metric would have been possible. (4) 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 2025 corporate annual cash incentive plan to be scored at 81.8% for corporate participants, resulting in a 2025 cash award payout of 81.8% of the target opportunity for Messrs. Boldea, Discenza, Coughlin, Patel, Roellgen, and Kyle. Messrs. Mehta and Fracassa were not eligible to receive a payout under the corporate annual cash incentive plan since they were not employees of the Company through the required plan measurement date. As part of the negotiated package, the payout for Mr. Boldea was calculated using his annualized base salary and was calculated as if he was employed for the full year of 2025 to offset annual incentives forfeited upon leaving his prior employer. While payouts to participants in the corporate plan are subject to certain modifiers based upon individual performance, no such modifiers were applied to the 2025 cash award payouts for the NEOs.

  64. 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. Historically, all long-term incentives have been settled in equity to further align our executives’ long-term financial interests with those of our shareholders. In 2025, the Company granted to the NEOs under the Equity and Incentive Compensation Plan:

  65. 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 |

  66. 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. |

  67. 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 2025). 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. 2025 Long-Term Incentive Decisions

  68. 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. |

  69. Long-Term Incentives

    For the annual grants made in 2025, the target value to be delivered in performance-based restricted stock units and time-based restricted stock units was 525% of the base salary midpoint for Mr. Boldea, upon his hiring as CEO, and between 95% and 260% of the base salary midpoint for the other NEOs who were actively employed as of December 31, 2025 (with the lower amount attributable to grants made to an individual in their prior role before being named an executive officer). The annual grants made to Mr. Mehta and Mr. Fracassa were 470% and 265% of their base salary midpoints, respectively. The allocation percentage between the two types of equity grants 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 2025, 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 2025, 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. Boldea 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. 2025-2027 Performance-Based Restricted Stock Units Cycle The performance metrics for performance-based restricted stock units granted in 2025 were cumulative adjusted EPS, adjusted ROIC and relative TSR for a three-year performance period (2025-2027). 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. Actual performance for adjusted EPS and adjusted ROIC is calculated based on adjusted earnings as used for external reporting in 2025(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. The Company uses a closed peer (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. group which means the companies in the index at the beginning of the performance period are the same companies used to determine the relative TSR metric payout, regardless if they are actively in the index at the end of the performance period. Adjustments during the performance period are only made for companies who are acquired by another company and cease trading, companies who are taken private and cease trading, or when the original company spins off a business leaving two surviving companies. In the case of a spin-off, the surviving company that is most closely aligned with the pre-transaction peer company remains in the comparator group to score the award. For the 2025-2027 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 2022-2024 cycle (calculated to exclude intangible amortization from acquisitions), which was the most recently completed cycle at the time the 2025-2027 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 2022-2024 cycle (calculated to exclude tax-effected acquisition intangible amortization and utilizing net debt instead of total debt). 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 2025 are shown in the table below. Straight-line interpolation is used to calculate payouts for these performance-based restricted stock units. 2025-2027 Performance-Based Restricted Stock Units Cycle: Metrics and Weightings

  70. Long-Term Incentives

    | | Threshold | Target | Maximum | | Three-Year Cumulative Adjusted EPS (50% weighting) | $15.34 | $20.46 | $25.57 | | Adjusted ROIC* (30% weighting) | 9.8% | 13.1% | 15.0% | | Relative TSR** (20% weighting) | 25th percentile | 50th percentile | 75th percentile | | | • | • | • | | Plan Funding | 50% | 100% | 200% |

  71. Long-Term Incentives

    *Adjusted ROIC circuit breaker was removed for the 2025-2027 performance cycle to ensure management remains focused on long-term value creation and because use of such circuit breakers have become less prevalent. **See “2025-2027 Performance-Based Restricted Stock Units Cycle” on page 51, 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 2025, see the “2025 Grants of Plan-Based Awards” table on page 63. Results for the 2023-2025 Performance-Based Restricted Stock Units Cycle In 2023, the applicable NEOs received awards of performance-based restricted stock units to cover a three-year performance period (2023-2025). The performance metrics for performance-based restricted stock units granted in 2023 were cumulative adjusted EPS, adjusted ROIC and relative TSR 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, and/or the impact on results from a single acquisition of $700 million or greater during the three-year performance cycle. No such exclusions were applied to the 2023-2025 performance-based restricted stock unit cycle, and fully adjusted EPS and adjusted ROIC as used for (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. 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 2023 were appropriately challenging and that achievement would be supportive of shareholder value creation. The adjusted EPS target for the 2023-2025 performance-based restricted stock unit cycle was 7% higher than the actual cumulative adjusted EPS for the 2020-2022 performance cycle, which was the most recently completed cycle at the time the 2023-2025 target was established and was record three-year performance at that time. The adjusted ROIC target for the 2023-2025 cycle was set equal to the adjusted ROIC target for the 2022-2024 cycle to encourage efficient capital deployment. Performance-based restricted stock units were earned at 94.4%, reflecting slightly above target adjusted EPS performance throughout the cycle with adjusted ROIC and relative TSR below target levels. The Company’s performance goals and actual calculated results for the 2023-2025 cycle are summarized in the table below. Straight-line interpolation is used to calculate actual payouts for these performance-based restricted stock units. 2023-2025 Performance-Based Restricted Stock Units Cycle: Metrics, Weightings and Actual Results

  72. Long-Term Incentives

    | | Threshold | Target | Maximum | Actual | | Three-Year Cumulative Adjusted EPS (50% weighting) | $13.06 | $17.41 | $21.76 | $18.17 | | ROIC (30% weighting) | 9.8% | 12.7% | 16.2% | 11.6% | | Relative Total Shareholder Return (20% weighting) | 25th percentile é | 50th percentile é | 75th percentile é | 29th percentile é | | Plan Funding | 50% | 100% | 200% | 94.36% |

  73. 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 2025 to each NEO generally vest 25% each year over a four-year period, except for the one-time grant to Mr. Boldea made in connection with being hired on September 1, 2025, which will vest 33% on each of the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, contingent on continued employment with the Company. 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 2025, see the “2025 Grants of Plan-Based Awards” table on page 63. 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 being rehired as interim CEO, see the “CEO Compensation” section on page 39.

  74. Severance Agreements

    Severance Agreements In addition to retirement payments, the Company generally 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 (not applicable for Mr. Mehta under the Settlement Agreement), 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 68 and in the “Termination Scenarios” table on page 72. Mr. Coughlin, Mr. Fracassa, and Mr. Mehta’s severance agreements terminated on December 31, 2025, September 5, 2025, and March 3, 2025, respectively.

  75. 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.

  76. EXECUTIVE COMPENSATION

    | 2025 Summary Compensation Table |

  77. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary | Bonus (4) | Stock Awards (5) | Non-Equity Incentive Plan Compensation (6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (7) | All Other Compensation (8) | Total | | Lucian Boldea (1) | 2025 | $366,667 | $1,500,000 | $12,004,071 | $1,124,145 | - | $50,768 | $15,045,651 | | President & CEO | | | | | | | | | | Michael A. Discenza (2) | 2025 | $392,181 | - | $348,841 | $182,607 | $11,376 | $65,979 | $1,000,984 | | Vice President, Chief Financial Officer | | | | | | | | | | Christopher A. Coughlin | 2025 | $675,000 | - | $1,788,554 | $441,483 | $0 | $237,393 | $3,142,430 | | Executive Vice President | 2024 | $670,834 | - | $1,742,925 | $434,481 | $0 | $223,646 | $3,071,886 | | | 2023 | $646,726 | - | $2,443,289 | $671,363 | $0 | $229,463 | $3,990,841 | | Andreas Roellgen (3) | 2025 | $641,891 | - | $1,270,550 | $415,919 | $167,316 | $117,974 | $2,613,650 | | Executive Vice President and | 2024 | $583,838 | - | $1,251,839 | $354,502 | $200,684 | $104,326 | $2,495,189 | | President Engineered Bearings | 2023 | $525,349 | - | $1,126,581 | $511,278 | $292,321 | $90,855 | $2,546,384 | | Hansal N. Patel | 2025 | $591,667 | - | $1,086,299 | $338,606 | $13,251 | $127,295 | $2,157,118 | | Executive Vice President, General | 2024 | $560,000 | - | $1,001,090 | $317,360 | $13,833 | $126,646 | $2,018,929 | | Counsel & Secretary | 2023 | $502,533 | - | $977,195 | $456,468 | $11,188 | $107,536 | $2,054,920 | | Richard G. Kyle (1) | 2025 | $854,545 | - | $11,824,924 | $106,283 | $661,987 | $511,813 | $13,959,552 | | Former President & CEO | 2024 | $1,065,000 | - | $6,322,671 | $1,113,052 | $2,352,646 | $579,961 | $11,433,330 | | | 2023 | $1,145,380 | - | $6,342,911 | $1,857,835 | $1,258,413 | $534,447 | $11,138,986 | | Tarak B. Mehta (1) | 2025 | $282,917 | - | $5,765,022 | - | $1,202 | $6,487,533 | $12,536,674 | | Former President & CEO | 2024 | $360,938 | $500,000 | $6,825,195 | $350,654 | - | $49,265 | $8,086,052 | | Philip D. Fracassa (2) | 2025 | $467,974 | - | $1,825,815 | - | $1,545,325 | $178,591 | $4,017,705 | | Former Executive Vice President | 2024 | $670,845 | - | $1,707,121 | $434,487 | $93,041 | $206,411 | $3,111,905 | | and Chief Financial Officer | 2023 | $644,225 | - | $2,595,112 | $668,767 | $539,632 | $207,484 | $4,655,220 |

  78. EXECUTIVE COMPENSATION

    | (7) The amounts shown in this column for 2025 represent the difference between the accumulated benefit amounts shown in the 2025 Pension Benefits Table as of December 31, 2025, and those amounts calculated as of December 31, 2024. See “2025 Pension Benefits Table” on page 67 for a description of how the amounts as of December 31, 2025, were calculated. For U.S.-based NEOs, the amounts as of December 31, 2024, were calculated in the same manner as the December 31, 2025, amounts, except that discount rates of 5.78% for nonqualified plans and 5.84% for qualified plans were used (compared to discount rates of 5.36% and 5.64%, respectively, for the 2025 amounts). For Mr. Roellgen, the amounts as of December 31, 2024, were calculated in the same manner as 2025 amounts, except that a discount rate of 3.35% was used (compared to a discount rate of 4.00% for 2025). 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. While the Summary Compensation Table includes a $0 value for change in pension value for Mr. Coughlin, the value of his pension actually decreased $99,280 in 2025, primarily due to the plan design associated with Mr. Coughlin having passed age 62. Mr. Boldea, Mr. Patel and Mr. Mehta 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 2025 also include above-market interest, as defined by the SEC, earned on amounts deferred under the Deferred Compensation Plan for Mr. Discenza, Mr. Patel, Mr. Kyle, Mr. Mehta and Mr. Fracassa, in the amounts of $1,163, $13,251, $57,303, $1,202 and $86,276, respectively. The above-market interest earned resulted from the prime rate being higher than benchmark long-term interest rates during the period. |

  79. EXECUTIVE COMPENSATION

    | 2025 Grants of Plan-Based Awards |

  80. EXECUTIVE COMPENSATION

    | Outstanding Equity Awards at 2025 Fiscal Year-End |

  81. EXECUTIVE COMPENSATION

    | 2025 Option Exercises and Stock Vested |

  82. EXECUTIVE COMPENSATION

    | 2025 Pension Benefits Table |

  83. EXECUTIVE COMPENSATION

    | (1) The “Present Value of Accumulated Benefit” is the present value of pension benefits earned as of December 31, 2025, 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 and Mr. Fracassa, for whom the table reflects their 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, 2025, for details about the assumptions used to determine present value. |

  84. EXECUTIVE COMPENSATION

    | 2025 Nonqualified Deferred Compensation |

  85. EXECUTIVE COMPENSATION

    | Potential Payments Upon Termination or Change in Control |

  86. CEO PAY RATIO

    CEO PAY RATIO As further discussed above, Mr. Boldea began serving as our CEO on September 1, 2025. Under SEC rules, Mr. Boldea’s compensation for purposes of this disclosure has been annualized based on Mr. Boldea’s period of service during 2025 and using reasonable estimates and assumptions regarding the composition of Mr. Boldea’s compensation that would have been applicable if he had been employed by us as CEO for all of 2025 (“Annualized CEO Compensation”). Based on these assumptions, Annualized CEO Compensation was $8,438,166 which represents the total compensation reported for our CEO in the 2025 Summary Compensation Table on page 59 minus an aggregate amount of $6,607,485, 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 2025 for Mr. Boldea of $1,100,000, a target value of stock awards granted during 2025 of $6,037,500 (includes only the Company’s annual grant of restricted stock units and performance-based restricted stock units and not the Initial Grant further described on page 40), a full-year annual cash incentive award for 2025 for Mr. Boldea (based on actual performance) of $1,124,145, and a full year of “All Other Compensation” for Mr. Boldea of $176,521, using our reasonable assumptions and estimates for these purposes, and excludes the sign-on cash payment of $1,500,000. The ratio of the Annualized CEO Compensation to the median of the annual total compensation of all our employees (other than our CEO and the Excluded Employees (as defined below)) as described below (“Median Annual Compensation”), was 136 to 1. For information purposes, the ratio of our CEO’s total compensation for 2025 as set forth in the 2025 Summary Compensation Table on page 59 to Median Annual Compensation was 243 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, 2025 (the “Determination Date”). We did not use the same Median Employee to calculate our CEO pay ratio for 2025 that we identified for the calculation in 2024 as the previous median employee’s compensation materially changed in 2025. Our new Median Employee holds a position in our operations group in the United States. For purposes of this disclosure, Median Annual Compensation was $62,015, which was calculated by totaling all applicable elements of compensation that our Median Employee earned during the 2025 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. To identify our Median Employee in 2025, we utilized the consistently applied compensation measure of “target total direct compensation” for the period from January 1, 2025, to December 31, 2025, 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 2025 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, 2025. To establish our employee pool, as permitted by the applicable SEC rules, we excluded 926(7) non-U.S employees (the “Excluded Employees”) from our total global workforce of 18,523 employees as of October 1, 2025, 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 (7) The Excluded Employees included the following number of employees from the following countries: (a) Mexico – 689 employees; (b) Brazil – 147 employees; (c) South Africa – 54 employees; (d) Indonesia – 6 employees; (e) Colombia – 5 employees; (f) New Zealand – 5 employees; (g) Portugal – 5 employees; (h) Ghana – 3 employees; (i) Kazakhstan – 3 employees; (j) Egypt – 2 employees; (k) Vietnam – 2 employees; (l) Nigeria – 1 employee; (m) Philippines – 1 employee; (n) Taiwan – 1 employee; (o) Tunisia – 1 employee; and (p) Ukraine – 1 employee. 17,597 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, 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 2025. We did not utilize any cost-of-living adjustments for purposes of this disclosure.

  87. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  88. 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 2021, 2022, 2023, 2024 and 2025 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:

  89. Pay Versus Performance Table

    | • | The information in columns (b) and (d) comes directly from this and prior year’s Summary Compensation Tables, without adjustment; |

  90. 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; |

  91. 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 |

  92. 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. |

  93. 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 2025 executive pay to performance. For 2025, the Company has again selected adjusted EPS, as it did for 2024. However, the Company believes that all of the metrics designated in the chart under “Most Important Financial Performance Measures” section on page 79 are important drivers of Company performance that are designed to link executive pay to performance.

  94. Pay Versus Performance Table

    | Pay Versus Performance (1) | | | | | | | | | | | | | | | Summary Compensation | Summary Compensation | Summary Compensation | Compensation | Compensation | Compensation | Average Summary | Average | Value of initial fixed $100 Investment based on: | | | | | Year | Table ("SCT") Total for PEO Boldea | Table ("SCT") Total for PEO Kyle | Table ("SCT") Total for PEO Mehta | Actually Paid to PEO Boldea | Actually Paid to PEO Kyle | Actually Paid to PEO Mehta | Compensation Table Total for Non-PEO NEOs | Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Total Shareholder Return | Net Income ($mm) | Adjusted EPS | | (a) | (b) | (b) | (b) | (c)(2) | (c)(2) | (c)(2) | (d) | (e)(2) | (f)(3) | (g)(3) | (h)(4) | (i)(5) | | 2025 | $15,045,651 | $13,959,552 | $12,536,674 | $16,606,288 | $16,819,586 | $1,568,773 | $2,586,377 | $2,184,673 | $118 | $191 | $288 | $5.33 | | 2024 | N/A | $11,433,330 | $8,086,052 | N/A | $3,119,933 | $6,998,271 | $2,674,477 | $1,240,015 | $99 | $170 | $353 | $5.79 | | 2023 | N/A | $11,138,986 | N/A | N/A | $13,340,698 | N/A | $3,311,841 | $3,862,463 | $109 | $149 | $394 | $7.05 | | 2022 | N/A | $8,237,530 | N/A | N/A | $12,315,153 | N/A | $2,289,681 | $3,076,448 | $95 | $114 | $407 | $6.02 | | 2021 | N/A | $9,665,330 | N/A | N/A | $4,260,457 | N/A | $1,968,075 | $1,224,728 | $91 | $128 | $369 | $4.72 |

  95. Pay Versus Performance Table

    | (1) The Timken Company announced on March 31, 2025, that Tarak B. Mehta had been terminated as CEO, without cause. In connection with Mr. Mehta’s termination, the Board appointed Richard G. Kyle as interim CEO on the same day. Following an extensive search, the Board appointed Lucian Boldea as CEO, effective September 1, 2025. At that time, Mr. Kyle retired from his role as interim CEO but continued to serve as an employee of the Company as Advisor to the CEO for a transition period that ended on November 14, 2025. As such, Mr. Kyle, Mr. Mehta, and Mr. Boldea served as principal executive officers (individually, a “PEO” and collectively, the “PEOs”) during parts of 2025. Mr. Mehta and Mr. Kyle each served as PEOs during parts of 2024, while Mr. Kyle alone served as our PEO for each of 2021, 2022, and 2023. In this disclosure, we refer to our NEOs other than Mr. Boldea, Mr. Kyle, and Mr. Mehta in any Covered Year as our “Other NEOs” or our “Non-PEO NEOs.” Christopher A. Coughlin, Philip D. Fracassa, Hansal N. Patel and Andreas Roellgen were “Other NEOs” for each of the Covered Years. In addition, Mr. Discenza served as an “Other NEO” for 2025, Hans Landin was an “Other NEO” for 2022, and Ronald J. Myers was an “Other NEO” for 2021. | | (2) 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: |

  96. Pay Versus Performance Table

    | Item and Value Added (or Deducted) | 2025 | 2024 | 2023 | 2022 | 2021 | | For Mr. Boldea: | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | $- | N/A | N/A | N/A | N/A | | + service cost of pension benefits, as calculated for Covered Year | $- | 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 | | - SCT “Stock Awards” column value | $(12,004,071) | N/A | N/A | N/A | N/A | | - SCT “Option Awards” column value | $- | N/A | N/A | N/A | N/A | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year* | $13,564,708 | 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 | $13,564,708 | N/A | N/A | N/A | N/A | | +/- the change in fair value of equity awards granted in prior Covered Years (and still outstanding as of the end of the Covered Year) | $- | N/A | N/A | N/A | N/A | | + the vesting date fair value of equity awards granted and vested in the Covered Year | $- | N/A | N/A | N/A | N/A | | +/- the change in fair value of equity awards granted in prior Covered Years that vested in the Covered Year | $- | 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 | $- | 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) | $- | N/A | N/A | N/A | N/A | | Total: | $1,560,637 | | | | | | For Mr. Kyle: | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | $(661,987) | $(2,352,646) | $(1,204,364) | $- | $(2,674,337) | | + service cost of pension benefits, as calculated for Covered Year | $- | $- | $- | $- | $53,321 | | + prior service cost of pension benefits, as calculated for Covered Year | $- | $- | $- | $- | $- | | - SCT “Stock Awards” column value | $(11,824,924) | $(6,322,671) | $(6,342,911) | $(4,876,769) | $(4,422,240) | | - SCT “Option Awards” column value | $- | $- | $- | $- | $- | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year* | $15,346,945 | $361,920 | $9,748,987 | $8,954,392 | $1,638,383 | | + the Covered Year-end fair value of equity awards granted in (and still outstanding as of the end of) the Covered Year | $13,771,207 | $4,507,060 | $7,438,418 | $7,260,305 | $3,978,892 | | +/- the change in fair value of equity awards granted in prior Covered Years (and still outstanding as of the end of the Covered Year) | $906,104 | $(2,599,604) | $1,057,924 | $1,468,606 | $(1,565,525) | | + the vesting date fair value of equity awards granted and vested in the Covered Year | $- | $- | $- | $- | $- | | +/- the change in fair value of equity awards granted in prior Covered Years that vested in the Covered Year | $669,634 | $(1,545,536) | $1,252,645 | $225,480 | $(774,984) | | -the prior Covered Year-end fair value of equity awards granted in prior Covered Years that were forfeited in the Covered Year | $- | $- | $- | $- | $- | | +dividends/earnings paid or accrued on equity awards during or for the Covered Year (if not otherwise included in CAP) | $- | $- | $- | $- | $- | | Total: | $2,860,034 | $(8,313,397) | $2,201,712 | $4,077,623 | $(5,404,873) | | For Mr. Mehta: | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | $(1,202) | $- | N/A | N/A | N/A | | + service cost of pension benefits, as calculated for Covered Year | $- | $- | N/A | N/A | N/A | | + prior service cost of pension benefits, as calculated for Covered Year | $- | $- | N/A | N/A | N/A | | - SCT “Stock Awards” column value | $(5,765,022) | $(6,825,195) | N/A | N/A | N/A | | - SCT “Option Awards” column value | $- | $- | N/A | N/A | N/A | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year* | $(5,201,677) | $5,737,414 | 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 | | +/- the change in fair value of equity awards granted in prior Covered Years (and still outstanding as of the end of the Covered Year) | $- | $- | N/A | N/A | N/A | | + the vesting date fair value of equity awards granted and vested in the Covered Year | $- | $- | N/A | N/A | N/A | | +/- the change in fair value of equity awards granted in prior Covered Years that vested in the Covered Year | $68,709 | $- | 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 | $(5,270,386) | $- | 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) | $- | $- | N/A | N/A | N/A | | Total: | $(10,967,901) | $(1,087,781) | | | |

  97. 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 | $(347,454) | $(76,890) | $(190,185) | $- | $(277,922) | | + service cost of pension benefits, as calculated for Covered Year | $2,759 | $2,718 | $2,043 | $7,436 | $17,114 | | + prior service cost of pension benefits, as calculated for Covered Year | $- | $- | $- | $- | $- | | - SCT “Stock Awards” column value | $(1,264,012) | $(1,425,744) | $(1,785,544) | $(1,077,573) | $(868,388) | | - SCT “Option Awards” column value | $- | $- | $- | $- | $- | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year* | $1,207,003 | $65,454 | $2,524,308 | $1,856,904 | $385,849 | | + the Covered Year-end fair value of equity awards granted in (and still outstanding as of the end of) the Covered Year | $895,919 | $1,016,413 | $2,035,626 | $1,555,912 | $781,349 | | +/- the change in fair value of equity awards granted in prior Covered Years (and still outstanding as of the end of the Covered Year) | $192,652 | $(614,652) | $227,636 | $277,332 | $(271,499) | | + the vesting date fair value of equity awards granted and vested in the Covered Year | $- | $- | $- | $- | $- | | +/- the change in fair value of equity awards granted in prior Covered Years that vested in the Covered Year | $118,432 | $(336,308) | $261,046 | $23,660 | $(124,001) | | -the prior Covered Year-end fair value of equity awards granted in prior Covered Years that were forfeited in the Covered Year | $- | $- | $- | $- | $- | | +dividends/earnings paid or accrued on equity awards during or for the Covered Year (if not otherwise included in CAP) | $- | $- | $- | $- | $- | | Total: | $(401,704) | $(1,434,462) | $550,622 | $786,767 | $(743,347) |

  98. Pay Versus Performance Table

    | (3) TSR as set forth in the PVP Table assumes, in each case, an initial investment of $100 on December 31, 2020, in (A) Timken common shares for our cumulative TSR, and (B) the PVP |

  99. Pay Versus Performance Table

    | 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, 2025, and reinvestment of dividends. |

  100. Pay Versus Performance Table

    | (4) 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. |

  101. Pay Versus Performance Table

    | (5) 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. |