Ajita G. Rajendra
TIMKENAbout Ajita G. Rajendra
Ajita G. Rajendra, age 73, has served on The Timken Company board since 2014 and is an independent director. He is a former Executive Chairman, Chairman, President and CEO of A. O. Smith Corporation, bringing deep global manufacturing, M&A, and international operating expertise; at Timken he chairs the Compensation Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A. O. Smith Corporation | Executive Chairman | Sep 2018 – May 1, 2020 | Led post-CEO transition; board leadership |
| A. O. Smith Corporation | Chairman | 2014 – 2018 | Oversaw strategy and governance |
| A. O. Smith Corporation | President & CEO | 2013 – 2018 | CEO leadership of global water technology manufacturer |
External Roles
| Organization | Role | Since | Committee Roles |
|---|---|---|---|
| A. O. Smith Corporation | Director | 2011 | Not specified in Timken proxy |
| Donaldson Company, Inc. | Director | 2010 | Chair, Human Resources Committee |
| A. O. Smith (interlock) | Shared board with another Timken director | — | Timken director Christopher L. Mapes is also an A. O. Smith director (Audit Committee there) |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board determined Rajendra meets NYSE independence standards (11 of 13 nominees independent) .
- Attendance: Policy to attend annual meeting; all directors serving in 2024 attended the annual meeting. Specific meeting attendance rates not disclosed .
- Engagement: Compensation Committee agendas set by the Chair; regular executive sessions; active role in succession planning and annual executive performance reviews .
- Governance practices: Majority voting and resignation policy, proxy access, declassified board, over-boarding policy, director stock ownership requirement (5x retainer) with compliance (all nonemployee directors except Leombruno met requirement as of 12/31/24) .
Fixed Compensation
| Component | Amount | Detail/Notes |
|---|---|---|
| Annual Director Retainer (Cash) | $100,000 | Standard nonemployee director retainer |
| Compensation Committee Chair Fee | $22,500 | Chair premium |
| Audit Committee Member Fee | $15,000 | Member fee |
| Total Cash Fees (2024) | $137,500 | Matches components above |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (Director) | May 3, 2024 | 1,660 | $150,197 | 100% vest after one year; dividend equivalents in cash upon vesting |
| Dividend Equivalents (Cash, 2024) | — | — | $2,435 | Paid on vesting of prior RSUs |
- Directors do not receive performance-based equity; grants are full-value RSUs with time-based vesting only .
- Clawback policy is focused on executive officers; hedging and pledging of company stock are prohibited for directors and officers .
Other Directorships & Interlocks
| Company | Relationship to Timken | Potential Interlock/Conflict Considerations |
|---|---|---|
| A. O. Smith Corporation (Director since 2011) | Industrial equipment/water technology | Shared directorship with Timken director Christopher L. Mapes; Timken policy treats certain board overlaps as categorically immaterial, subject to review |
| Donaldson Company, Inc. (Director; HR Committee Chair) | Industrial filtration | No related-party transactions disclosed by Timken; conflicts would be reviewed by Nominating & Corporate Governance Committee per policy |
Expertise & Qualifications
- Extensive manufacturing and international leadership; negotiated acquisitions and JVs; multi-company public board experience; HR/compensation expertise (chairs HR committee at Donaldson and Compensation Committee at Timken) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 24,745 shares; <1% of class | Sole voting/investment power; percent of class <1% |
| Unvested RSUs (as of 12/31/24) | 1,660 units | Annual director grant outstanding |
| Options (Exercisable/Unexercisable) | 0 / 0 | No outstanding options |
| Deferred Director Common Shares | 0 | No director deferred stock balance disclosed for Rajendra |
| Ownership Guideline Compliance | Met | Nonemployee directors must hold 5x retainer; all except Leombruno met as of 12/31/24 |
| Hedging/Pledging | Prohibited | Company policy bans hedging and pledging |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with regular executive sessions; robust stock ownership alignment; attendance at annual meeting; prohibition of hedging/pledging; strong broader governance framework (majority voting, proxy access, declassified board) .
- Potential watch items:
- Consultant independence: WTW provides both compensation consulting to the Committee and separate actuarial/retirement services to management; Committee assessed independence and reported no conflicts (continue to monitor) .
- Interlocks: Shared board service at A. O. Smith with another Timken director (Christopher L. Mapes) increases network ties; Timken’s policy deems certain overlaps immaterial but conflicts are reviewed; no related-party transactions disclosed .
- No red flags disclosed: No related-party transactions, no pledging or hedging, no tax gross-ups for director perquisites, and director over-boarding policy in place; committee members are independent .