Timken : Annual Corporate Governance Review

Annual Corporate

Governance

Review

Contact Information

Meghan Elmblad,

Interim Manager of Investor Relations

1. 262-7112
   [e-mail]

The Timken Company

Company Overview	2

Celebrating 125 years in 2024 since our founding NYSE listed since 1922

Leader in Engineered Bearings and Industrial Motion >19K Employees Operating in 45 Countries

>100 Years of Continuous Quarterly Dividends $4.8B Revenue

1.6% Dividend Yield(1)

Flagship Brands

Sales by Geography(2)

53% Americas

25% Europe, Mid-East,

Africa (EMEA)

22% Asia-Pacific

Business Segment Sales(2)

Channel Overview(2)

68%	Engineered Bearings	60%	Original Equipment Customers
32%	Industrial Motion	40%	Distributors/End-Users

1. Total dividend yield as of December 31, 2023.
2. Percentage of actual sales for 2023.

Experienced and Diverse Executive Officer Team	3

Richard G. Kyle

President and

Chief Executive Officer

18 years at Timken; over 30 years of industry experience

Christopher A. Coughlin

Executive Vice President, President of Industrial Motion

40 years at Timken

Philip D. Fracassa

Executive Vice President, Chief Financial Officer

18 years at Timken; over 30 years of industry experience

Andreas Roellgen

Executive Vice President and President of Engineered Bearings

26 years at Timken

Hansal N. Patel	Natasha Pollock
Vice President, General	Vice President,
Counsel and Secretary	Human Resources
12 years at Timken; nearly 20	22 years at Timken
years of industry experience

Highly Qualified, Diverse Board of Directors	4

John M. Timken, Jr.	Richard G. Kyle	Maria A. Crowe	Elizabeth A. Harrell	Sarah C. Lauber	John A. Luke, Jr.*
Independent Chairman,	President and	Retired President of	Retired Major General,	Executive Vice President,	Retired Chairman, WestRock Co.;
Board of Directors	Chief Executive Officer	Manufacturing Operations	USAF	CFO & Secretary	Retired President and CEO,
The Timken Company	The Timken Company	Eli Lilly and Company		Douglas Dynamics, Inc.	MeadWestvaco Corporation

Christopher L. Mapes	James F. Palmer	Ajita G. Rajendra	Frank C. Sullivan	Ward J. Timken, Jr.
Executive Chairman of the Board	Retired Corporate Vice President	Retired Executive Chairman,	Chairman and	Chief Executive Officer
Lincoln Electric Holdings, Inc.	and Chief Financial Officer	President and CEO	Chief Executive Officer	McKinley Strategies LLC
	Northrop Grumman Corporation	A. O. Smith Corporation	RPM International Inc.

*Mr. Luke has reached 75 years of age and will not be standing for reelection at the 2024 Annual Meeting of Shareholders in accordance with the Board's retirement policies.

Highly Independent, Diverse Board	5

					Committee Memberships
Name and Title	Age*	Director since	Independent	Audit	Compensation	Nominating &
Corporate Governance
Maria A. Crowe	64	2014	✓	✓		✓
Retired President of Manufacturing Operations, Eli Lilly and Company		Chair
Elizabeth A. Harrell	70	2017	✓		✓	✓
Retired Major General, U.S. Air Force
Richard G. Kyle	58	2013
President and Chief Executive Officer, The Timken Company
Sarah C. Lauber	52	2021	✓	✓	✓
Executive Vice President, CFO & Secretary, Douglas Dynamics, Inc.
John A. Luke, Jr.*	75	1999	✓		✓	✓
Retired Chairman, WestRock Company; Retired President and CEO, MeadWestvaco Corporation
Christopher L. Mapes	62	2014	✓	✓		✓
Executive Chairman of the Board, Lincoln Electric Holdings, Inc.
James F. Palmer	74	2015	✓	✓	✓
Retired Corporate Vice President and Chief Financial Officer, Northrop Grumman Corporation	Chair
Ajita G. Rajendra	72	2014	✓	✓	✓
Retired Executive Chairman, President and CEO, A. O. Smith Corporation	Chair
Frank C. Sullivan	63	2003	✓		✓	✓
Chairman and Chief Executive Officer, RPM International Inc.
John M. Timken, Jr.	72	1986	✓
Chairman, Board of Directors, The Timken Company	Independent
		Chairman
Ward J. Timken, Jr.	56	2002	✓
Chief Executive Officer, McKinley Strategies, LLC

Other Public

Boards

_

_

1

_

_

3

_

2

1

_

_

*Mr. Luke has reached 75 years of age and will not be standing for reelection at the 2024 Annual Meeting of Shareholders in accordance with the Board's retirement policies.

Board Nominee Composition Overview	6

GENDER AND ETHNIC

DIVERSITY

3

6

1

Gender Ethnic Other

INDEPENDENCE

LEADERSHIP	REFRESHMENT
2/3 of Committee	Over half of our	90%
Chairs are	current Board
ethnically or	refreshed within
gender diverse	the last decade

40% of Board nominees are diverse by either gender or ethnicity

Representative Skills and Attributes of our Board	7

LEADERSHIP AND GOVERNANCE

Senior leadership experience at a large organization, including current or former service as a public company officer (CEO, CFO, etc.) or high-ranking military officer, or other public company board service leading to valuable insight on corporate governance matters

HUMAN CAPITAL MANAGEMENT

Expertise in talent management, public company compensation structures, key employee development and retention, and executive succession planning

GLOBAL OPERATIONS

Service in a leadership role with multinational companies or in global markets, leading to a deep knowledge of global industry dynamics and international supply chain management

MANUFACTURING AND ENVIRONMENTAL MANAGEMENT

Expertise in manufacturing operations and logistics and environmental management to drive operating performance through sustainable means

FINANCIAL REPORTING AND CAPITAL ALLOCATION

Experience in the finance function of an enterprise, including an in-depth understanding of financial management, financial reporting and capital allocation processes

MARKETING AND SALES

Expertise in marketing, sales, and customer service in a business-to-business (B2B) context

CORPORATE SOCIAL RESPONSIBILITY

Experience with management oversight of a public-company corporate social responsibility program or sustainability function

STRATEGY AND M&A

Responsibility for driving growth through innovative strategic initiatives and through acquisitions and other business combinations

RISK MANAGEMENT

Experience with risk management and compliance oversight relevant to the exercise of fiduciary responsibilities

GOVERNMENTAL AND REGULATORY AFFAIRS

Insight into managing governmental and regulatory affairs in a complex and global business environment

INFORMATION SECURITY

Expertise in managing the information security and data privacy functions of complex organizations

Strong Corporate Governance Practices	8

BOARD INDEPENDENCE

• 9 of 10 Director nominees are independent
• Independent Chair of the Board

DIRECTOR ELECTIONS

• Commitment to Board refreshment and diversity - 6 new Directors (representing over half of our Board) added in the past decade
• 2 of 3 of the committee chairs are ethnically or gender diverse
• All committee members are independent
• Declassified Board with annual Board elections
• Directors are elected by a majority of votes cast, and our Majority Voting Policy requires any Director who fails to receive a majority of the votes cast in favor of his or her election to submit his or her resignation to the Board

BOARD PRACTICES

• Stock ownership requirements for nonemployee Directors (5x cash retainer)
• At each Board meeting, the independent Directors have the opportunity to conduct executive sessions
• Annual Board, committee and Director evaluations
• Over-boardingpolicy limits the number of public company boards a Director can serve on

SHAREHOLDER RIGHTS

• Shareholder proxy access with 3/3/20/20 parameters
• Special meetings may be called by shareholders holding 25% of the Company's common shares
• No "supermajority" voting requirements

OTHER BEST PRACTICES

• Annual advisory vote on our named executive officer compensation with consistently strong shareholder support over the past five years
• 4 of 10 Director nominees are ethnically or gender diverse
• Code of Conduct for Directors, officers and employees
• Strong focus on shareholder engagement - over 500 interactions with investors in 2023
• Audit Committee or Board receives reports on cyber security threats and trends at least annually and receives regular updates on our information security program
• Nominating and Corporate Governance Committee provides oversight for Corporate Social Responsibility program
• Annual corporate social responsibility report references GRI, SASB and TCFD in response to investor preferences

Executive Compensation Philosophy - Pay for Performance	9
and Strong Alignment with Shareholders

We utilize our executive compensation plans and program to help us attract, motivate, reward and retain highly-qualified executives who are capable of creating and sustaining value for our shareholders over the long term.

OBJECTIVES	PHILOSOPHY
 Align the interests of our executives and shareholders	 Recognizing that people are our most important resource
 Reward sustained, strong business results	 Rewarding results linked to both short- and long-term performance
 Incentivize profitable growth and capital deployment discipline	(pay-for-performance)
 Positioning our pay to be competitive in the marketplace
 Attract, retain and motivate the best talent
 Focusing on increasing shareholder value

Consistent, Strong Support of Named Executive Officer Compensation

97%

96%

97%

98%

98%

	2019		2020		2021		2022		2023

Compensation Best Practices	10

	What We Do	What We Do Not Do
	We utilize stock ownership requirements for executives (7x	We do not re-price outstanding stock options and have
	base salary for CEO and 2x-3x for the other named
	eliminated options from our award mix
	executive officers)
	We have a standalone clawback policy that provides for the
	recovery of excess compensation as required by the SEC	We do not provide excise tax gross-ups on perquisites or
	and NYSE while also incorporating additional clawback and	under named executive officer severance agreements
	forfeiture provisions
	We use shareholder-approved plans to provide short- and	We do not allow hedging or pledging of our shares
	long-term incentives
	We use different metrics for short- and long-term incentive	We do not have employment agreements for our named
	plans that are designed to align pay with performance,
	executive officers
	including relative TSR for long-term incentive compensation
	We provide very limited perquisites	We do not have single-trigger vesting
	We have a minimum one-year vesting period on all equity	We stopped providing pension benefits to newly appointed
	grants (in addition to any other criteria for vesting)	executive officers several years ago*

*Note: Excludes statutorily mandated pension benefits provided in certain jurisdictions outside the United States.