Elizabeth A. Harrell
TIMKENAbout Elizabeth A. Harrell
Elizabeth A. Harrell, age 71, has served as an independent director of The Timken Company since 2017, bringing more than 30 years of U.S. Air Force leadership experience as a retired Major General and post-service consulting work in aerospace and government relations . Her board expertise centers on aerospace technology, global supply chain management, and government relations, aligning with Timken’s growth priorities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Major General (retired) | Retired October 2006 | Senior leadership; aerospace technology; logistics; global supply chain |
| The Spectrum Group | Consultant | 2006–2009 | Defense sector advisory; government relations |
| Northrop Grumman Corporation | Consultant | 2009–2012 | Aerospace advisory; government relations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The Proxy lists no current other public company boards for Harrell . |
Board Governance
- Current committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Independence: The Board determined Harrell meets NYSE independence standards .
- Attendance: Company policy expects all directors to attend the annual meeting and all members attended in 2024; independent directors hold executive sessions at each Board meeting .
- Board structure: Independent Chairman (John M. Timken, Jr.) since 2014; board leadership prefers separation of Chair and CEO roles .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Base director retainer |
| Committee member fees | $20,000 | $10,000 per committee for Compensation and Nominating & Corporate Governance |
| Fees earned or paid in cash (total) | $120,000 | As reported for Harrell |
| Equity (RSUs) grant-date fair value | $150,197 | Annual grant of 1,660 RSUs on May 3, 2024; one-year vest |
| All other compensation | $2,435 | Cash dividend equivalents upon vesting; Harrell elected to defer 2023 award equivalents |
| 2024 total compensation | $272,632 | Sum of reported items |
Performance Compensation
- Director equity is time-based (no performance metrics); RSUs vest 100% one year following grant .
- Harrell elected to defer the May 3, 2024 RSU award under the Director Deferred Compensation Plan .
| Equity Award Detail | Harrell |
|---|---|
| RSUs granted (May 3, 2024) | 1,660 |
| Vesting | 100% after one year |
| Grant-date fair value | $150,197 |
| Deferral election | Yes (2024 RSU award and 2023 dividend equivalents) |
No director performance metrics (e.g., EPS/ROIC/TSR) apply to director grants; equity is time-based to align director interests with shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Harrell |
| Committee roles at other companies | None disclosed |
| Potential interlocks | Not indicated in Proxy sections reviewed; independence confirmed . |
Expertise & Qualifications
- Aerospace technology leadership and government relations (Major General, USAF; aerospace consulting) .
- Global supply chain management aligned to Timken’s priorities .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 16,268 | Sole voting/investment power; <1% of class |
| Director Deferred Common Shares | 11,080 | Deferred under Director Deferred Compensation Plan |
| Unvested RSUs (as of 12/31/2024) | 1,660 | Annual director grant outstanding |
| Options (exercisable/unexercisable) | 0 | No options listed for Harrell |
| Ownership guidelines | 5x cash retainer ($500,000) | Requirement for nonemployee directors |
| Compliance status | Met as of 12/31/2024 | All nonemployee directors except Mr. Leombruno met guidelines |
| Hedging/pledging | Prohibited by policy | Anti-hedging/pledging applies to directors |
Governance Assessment
- Director independence and active committee service (Compensation; Nominating & Corporate Governance) support governance quality and oversight .
- Ownership alignment: Harrell meets the 5x retainer guideline; director equity grants are time-based and include deferral options, strengthening long-term alignment .
- Shareholder support signals:
- Harrell’s 2025 election received 57,273,884 “For” votes vs. 2,588,217 “Withhold” (broker non-votes 3,047,900), indicating broad support .
- Say‑on‑pay passed in 2025 and 2024 with strong support (see table below) .
- Compensation oversight: Compensation Committee uses an independent consultant (WTW); committee assessed and concluded no conflict of interest, despite other WTW services to the Company, and maintains robust clawback policies aligned with SEC/NYSE rules .
RED FLAGS
- None disclosed specific to Harrell: no Item 404 related-party transactions cited; anti-hedging/pledging policy in force; director attendance at the 2024 annual meeting confirmed .
Shareholder Vote Outcomes
| Vote Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑pay – For | 59,125,843 | 49,427,907 |
| Say‑on‑pay – Against | 2,266,957 | 10,233,222 |
| Say‑on‑pay – Abstain | 300,577 | 200,829 |
| Auditor ratification – For | 63,445,433 | 61,476,646 |
| Auditor ratification – Against | 1,674,216 | 1,366,226 |
| Auditor ratification – Abstain | 91,475 | 67,129 |
2025 Director Election – Harrell
| Metric | Count |
|---|---|
| For | 57,273,884 |
| Withhold | 2,588,217 |
| Broker non‑votes | 3,047,900 |
Committee Practices and Controls
- Compensation Committee members: Ajita G. Rajendra (Chair), Elizabeth A. Harrell, Sarah C. Lauber, James F. Palmer, Kimberly K. Ryan, Frank C. Sullivan; all independent .
- Consultant: Willis Towers Watson (WTW) engaged for executive and director compensation; ~$325k compensation consulting fees and ~$1.5m other services in 2024; independence affirmed by committee .
- Clawback: Standalone clawback policy compliant with SEC/NYSE for mandatory restatements; permissive clawback for misconduct; forfeiture provisions and restrictive covenants apply .
- Board governance policies: Majority voting with resignation policy; proxy access; over‑boarding limits; independent Chair; stock ownership requirements; regular executive sessions .
Related‑Party Transactions and Conflicts
- Policy: Potential conflicts reviewed by Nominating & Corporate Governance Committee; waivers disclosed; Item 404 transactions reviewed regardless of materiality threshold .
- Harrell‑specific: No related‑party transactions or waivers involving Harrell are disclosed in reviewed sections .
Director Compensation Structure (Overview)
- Cash: $100,000 annual retainer; committee member fees (Compensation $10,000; Nominating & Corporate Governance $10,000); chair and independent Chairman receive additional fees (Harrell is not a chair) .
- Equity: Annual grant of 1,660 RSUs (~$150,000 target value), vesting after one year; dividend equivalents paid upon vesting; eligible for deferral under Director Deferred Compensation Plan .
Ownership Guidelines
- Nonemployee directors must hold stock equal to 5x the $100,000 cash retainer ($500,000); compliance assessed including full‑value awards; all nonemployee directors except Mr. Leombruno met requirements as of 12/31/2024 (Harrell met) .
Overall, Harrell’s independence, committee roles, vote support, and ownership compliance indicate solid alignment and governance quality, with no apparent conflicts or compensation anomalies in director pay disclosed .