Frank C. Sullivan - Director | TIMKEN (TKR) Executive Profile & Compensation

About Frank C. Sullivan

Frank C. Sullivan, age 64, has served on The Timken Company’s board since 2003 and is classified as an independent director under NYSE standards. He is Chairman and Chief Executive Officer of RPM International Inc. (CEO since 2002; Chairman & CEO since 2008; previously CFO since 1993), and brings CEO-level operating and financial expertise in multinational manufacturing, M&A execution, and strategic planning .

Past Roles

Organization	Role	Tenure/Years	Committees/Impact
RPM International Inc.	Chief Financial Officer	Since 1993	Financial leadership foundation
RPM International Inc.	Chief Executive Officer	Since 2002	Enterprise strategy and execution
RPM International Inc.	Chairman & CEO	Since 2008	Board leadership; capital allocation oversight
RPM International Inc.	Director; Chair, Executive Committee	Since 1995 (director)	Governance and compensation oversight at RPM

External Roles

Company	Role	Public Company?	Notes
RPM International Inc.	Chairman & CEO; Director; Chair of Executive Committee	Yes	Sullivan’s “Other Public Boards: 1” reflects RPM

Board Governance

Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
Independence: The Board determined Sullivan meets NYSE independence standards; overall, 11 of 13 nominees are independent .
Attendance and engagement: Company policy expects all directors to attend the annual meeting; all directors serving in 2024 attended. Independent directors have executive sessions at each regularly scheduled Board meeting .
Chair roles: Not a committee chair; Board is led by an independent Chair (John M. Timken, Jr.) .
Director stock ownership guidelines: 5x cash retainer ($500,000); as of 12/31/2024, all nonemployee directors other than Mr. Leombruno met the guideline (Sullivan met) .
Governance practices relevant to investors: Majority voting with resignation policy; proxy access (3/3/20/20); over-boarding limits; no supermajority voting; clawback policy compliant with SEC/NYSE; prohibition on hedging/pledging; regular cybersecurity oversight .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$100,000	Standard nonemployee director retainer
Committee membership fees	$20,000	$10,000 Compensation; $10,000 Nominating & Corporate Governance
Total fees earned (2024)	$120,000	Matches reported cash fees

Performance Compensation

Equity Award	Grant Date	Shares/Units	Grant Date Fair Value	Vesting	Dividend Equivalents
Restricted Stock Units (annual)	May 3, 2024	1,660	$150,197	100% after one year	$2,435 cash upon vesting

Holding requirement: Nonemployee directors must hold stock equal to $500,000; measurement includes RSUs. Sullivan had unvested RSUs of 1,660 at year-end .
No options nor performance-based equity for directors were reported (director awards are time-based RSUs) .

Other Directorships & Interlocks

Entity	Timken Director	External Board/Role	Interlock Type	Implications
RPM International Inc.	Frank C. Sullivan	RPM Chairman & CEO, Director; Chair of Executive Committee	Executive-director interlock	Potential information flow; Board deemed Sullivan independent
RPM International Inc.	Christopher L. Mapes	RPM Director; Compensation Committee member	Shared outside board with Sullivan	Network ties across Timken and RPM boards

Board independence policy treats certain cross-directorships as categorically immaterial; Nominating & Corporate Governance Committee reviews potential conflicts and may impose mitigations/waivers .

Expertise & Qualifications

CEO-level operational and strategic leadership in global manufacturing, capital deployment, and acquisitions; prior CFO tenure provides deep financial acumen .
Board experience and executive committee leadership at RPM support compensation and governance effectiveness .

Equity Ownership

Measure	Amount	Percent of Class	Detail
Beneficial ownership (common shares)	65,537	<1%	Sole voting/investment power under Rule 13d‑3
Director deferred common shares	2,000	N/A	Deferred under Director Deferred Compensation Plan
Unvested RSUs (12/31/2024)	1,660	N/A	Annual grant outstanding
Options	0	N/A	No options reported for Sullivan

Anti-hedging/pledging: Company prohibits hedging and pledging for directors and officers .
Director ownership guideline compliance: Sullivan met the 5x retainer requirement as of 12/31/2024 .

Governance Assessment

Strengths: Long-tenured independent director with CEO/CFO pedigree; active roles on Compensation and Nominating & Corporate Governance Committees; robust director ownership alignment; prohibition on hedging/pledging; strong governance architecture (majority voting, proxy access, independent Chair) .
Compensation consultant independence: Willis Towers Watson engaged; $325k for comp consulting and ~$1.5m for other services; Committee assessed independence and no conflicts of interest, with structural safeguards and annual reviews—mitigating consultant conflict risk .
Engagement: All directors attended the 2024 annual meeting; independent director executive sessions occur at each Board meeting .
Potential conflicts/RED FLAGS:
- Interlocks: Dual involvement with RPM (Sullivan as RPM CEO/director; Mapes as RPM director) may create perceived interlocks. Timken’s independence framework classifies certain cross-board relationships as immaterial and mandates review by the Nominating & Corporate Governance Committee; Sullivan is deemed independent .
- Related-party transactions: No Sullivan-specific related-party transactions disclosed; policy requires Committee review and 404(a) approval/ratification if applicable .
Investor confidence signals:
- Director pay structure balanced: modest cash plus one-year RSUs, strong ownership requirement .
- Company-wide pay governance: comprehensive clawback policy aligned with SEC/NYSE, pay-for-performance framework for executives, 96% say-on-pay approval in 2024 .