Christopher L. Mapes
TIMKENAbout Christopher L. Mapes
Independent director at The Timken Company (TKR); age 63; joined the board in 2014. Former Executive Chairman (2024), Chairman (2013–2023), and President & CEO (2012–2023) of Lincoln Electric Holdings, Inc. He is designated independent under NYSE standards and serves on Timken’s Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Electric Holdings, Inc. | Executive Chairman | Jan–Dec 2024 | Led board-level oversight following decade as CEO/Chair |
| Lincoln Electric Holdings, Inc. | Chairman | Dec 2013–Dec 2023 | Board leadership during global expansion |
| Lincoln Electric Holdings, Inc. | President & CEO | Dec 2012–Dec 2023 | Drove global manufacturing/distribution scale-up |
| Lincoln Electric Holdings, Inc. | Director | 2010–2024 | Long-tenured board service |
External Roles
| Company | Role | Tenure | Committee Assignments |
|---|---|---|---|
| A. O. Smith Corporation | Director | Since 2023 | Audit Committee |
| Nordson Corporation | Director | Since 2024 | Audit Committee |
| RPM International Inc. | Director | Since 2025 | Compensation Committee |
Board Governance
- Committee assignments at Timken: Audit; Nominating & Corporate Governance. All committee members are independent; Audit members financially literate per NYSE/SEC .
- Independence: Board determined Mapes meets independence standards; Timken treats cross-board service where another Timken director also serves as categorically immaterial for independence assessment .
- Attendance: Policy requires attendance at annual meeting; in 2024 all directors attended the meeting; independent directors hold executive sessions at each board meeting .
- Board leadership: Independent Chairman (John M. Timken, Jr.) since 2014; separate Chair/CEO structure preferred .
- Governance practices: Majority voting with resignation policy, proxy access (3/3/20/20), over-boarding limits, director stock ownership requirements (5x cash retainer) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard nonemployee director fee |
| Audit Committee member fee | $15,000 | Member fee |
| Nominating & Corporate Governance member fee | $10,000 | Member fee |
| Total cash fees earned | $125,000 | Matches retainer + committee fees |
| Annual equity grant (RSUs) | 1,660 units; $150,197 fair value | Granted May 3, 2024; vests 1 year post-grant; dividend equivalents paid in cash upon vesting |
| Other compensation (dividend equivalents) | $2,435 | Dividend equivalents paid on prior-year unvested RSUs upon vesting |
| 2024 total compensation | $277,632 | Sum of fees, stock awards, other |
| Director ownership requirement | 5x cash retainer ($500,000) | Must meet within 5 years |
| Compliance status | Met as of 12/31/24 (all nonemployee directors except Leombruno) | Mapes included |
Performance Compensation
- Timken director equity is time-based RSUs; no director-specific performance metrics or options were granted in 2024 .
Company-wide executive incentive metrics (for pay-for-performance context):
| Metric | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|
| Adjusted EBITDA (60%) | $705M | $940M | $1,175M | $840M; 78.8% payout |
| Adjusted EBITDA Margin (20%) | 15.0% | 19.7% | 21.0% | 18.4%; 86.5% payout |
| Free Cash Flow (20%) | $271M | $387M | $541M | $345M; 82.0% payout |
| Plan payout | 50% | 100% | 200% | 81.0% payout |
Long-term PSU program:
- 2022–2024 PSU cycle earned at 136.8% based on cumulative adjusted EPS ($17.37 vs. $14.76 target) and ROIC (11.1% vs. 11.0% target) .
- 2024–2026 PSU cycle metrics/targets: cumulative adjusted EPS ($14.86/$19.81/$24.76), adjusted ROIC (9.8%/13.7%/16.2%), relative TSR vs. S&P 400 Capital Goods (25th/50th/75th percentile), straight-line interpolation; 50/30/20 weightings; funding 50%/100%/200% .
Other Directorships & Interlocks
| Interlock | Details | Governance note |
|---|---|---|
| RPM International Inc. | Mapes is an RPM director (Comp Committee) since 2025; Timken director Frank C. Sullivan is RPM’s Chairman & CEO and a Timken director since 2003 | Potential information-flow interlock; Board deems cross-board service categorically immaterial for independence |
| A. O. Smith Corporation | Mapes and Timken director Ajita G. Rajendra both serve on AOS’s board (Rajendra since 2011; Mapes since 2023) | Cross-directorship awareness; independence affirmed |
Expertise & Qualifications
- Extensive executive experience leading global manufacturing and distribution; deep understanding of international operations and growth challenges; brings operational and strategic perspective to Board deliberations .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 26,655 | Sole voting/investment power |
| Percent of class | * (<1%) | Asterisk denotes <1% |
| Unvested RSUs (director) as of 12/31/24 | 1,660 | Annual grant from 2024 meeting |
| Options (exercisable/unexercisable) | 0 / 0 | No outstanding options reported |
| Director deferred common shares | 0 | No director deferrals for Mapes |
| Pledging/Hedging | Prohibited by policy for directors and officers | Anti-hedging/pledging policy in place |
| Ownership guideline compliance | Met (director guideline 5x retainer) | As of 12/31/24 |
Governance Assessment
- Independence and committee roles: Mapes is independent and serves on Audit and Nominating & Corporate Governance; all committee members are independent; Audit members meet NYSE/SEC financial literacy standards .
- Attendance and engagement: All directors attended the 2024 annual meeting; independent director executive sessions at every board meeting support candid oversight .
- Ownership alignment: Mapes meets director ownership requirement; RSU grants with one-year vesting and dividend equivalents align director incentives with shareholders .
- Pay practices: Director pay is balanced cash/equity; no options or performance-conditioned grants for directors; company-wide executive incentives tied to EBITDA, margin, FCF, EPS, ROIC, and relative TSR (demonstrated payouts at 81.0% for 2024 annual plan; 136.8% for 2022–2024 PSU) .
- Clawback and risk controls: Standalone clawback policy (mandatory recovery for restatements; permissive clawback for misconduct), anti-hedging/pledging, over-boarding limits, majority voting with resignation policy, proxy access; Compensation Committee engages WTW with independence assessment; say-on-pay approval ~96% in 2024 .
- Potential conflicts/RED FLAGS:
- Cross-directorship interlocks (RPM, AOS) could create perceived conflicts or information asymmetries; Timken’s independence framework treats such relationships as categorically immaterial, and the Board has affirmed Mapes’ independence. Monitor committee overlaps and transactions for any related-party exposure at RPM/AOS; no specific related-party transactions disclosed for Mapes .
- Multi-board service risk managed by over-boarding policy; current roles appear within policy limits (no breach disclosed) .
Overall signal: Strong governance scaffolding (independence, ownership, clawbacks, majority voting), robust pay-for-performance at the executive level, and high say-on-pay support offset interlock optics; continued monitoring of interlocks and committee decisions advisable to safeguard perceived independence .