James F. Palmer
TIMKENAbout James F. Palmer
James F. Palmer, age 75, has served as an independent director of The Timken Company since 2015. He is Audit Committee Chair, a Compensation Committee member, and is designated an Audit Committee financial expert. The Board waived its age-75 election policy specifically for Mr. Palmer on February 14, 2025 to permit his nomination for another term, reflecting confidence in his continued service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Corporate Vice President & Chief Financial Officer | Mar 2007–Feb 2015; Corporate VP until retirement Jul 2015 | Led acquisitions, debt financings and complex transactions as CFO of a large public company |
Mr. Palmer is noted for CFO experience across multiple large, publicly traded companies, bringing transaction and capital structure expertise to Timken’s board .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Independence: The Board affirmed Palmer’s independent status under NYSE standards .
- Committees: Audit Committee Chair; Compensation Committee member; Audit financial expert designation .
- Attendance: Company policy requires director attendance at the annual meeting; all directors attended in 2024 .
- Tenure and Age Waiver: Director since 2015; Board granted age policy waiver on Feb 14, 2025 enabling re‑nomination at age 75 .
- Board leadership and practices: Independent Chair, majority voting policy, stock ownership requirements, executive sessions at each meeting .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard nonemployee director retainer |
| Audit Committee Chair Fee | $35,000 | Chair fee |
| Compensation Committee Member Fee | $10,000 | Member fee |
| Total Cash Fees | $145,000 | 2024 cash fees for Palmer |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Director RSUs | May 3, 2024 | 1,660 | $150,197 | 100% after 1 year | Paid in cash upon vesting; $2,435 paid in 2024 for prior grants |
- Performance metrics: No performance conditions for director RSUs; awards are time-based and align director interests with shareholders via equity ownership .
- Deferral: Directors may elect to defer cash fees and/or annual equity awards under the Director Deferred Compensation Plan; no deferral is disclosed for Palmer in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Assignments |
|---|---|---|
| None disclosed | — | — |
- No public company interlocks or shared directorships identified for Palmer; Board independence standards consider such relationships immaterial under defined thresholds .
Expertise & Qualifications
- CFO and finance leadership across large public companies; deep experience in acquisitions, debt financings, and complex transactions .
- Audit Committee financial expert designation underscores technical accounting and oversight capabilities .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 21,700 | Sole voting/investment power; <1% of shares outstanding |
| Unvested Director RSUs (12/31/2024) | 1,660 | Annual director grant |
| Options (Exercisable/Unexercisable) | 0 | No outstanding options reported |
| Deferred Director Common Shares | 0 | No deferred director share balance disclosed |
| Director Stock Ownership Guideline | 5x cash retainer ($500,000) | Required within five years; all directors except Leombruno met as of 12/31/2024 |
- Hedging/pledging: Company policy prohibits hedging and pledging of Company shares by directors and officers .
Governance Assessment
-
Strengths
- Independent Audit Chair and designated financial expert; strong finance background improves oversight of auditor independence, financial reporting integrity, and risk management .
- Compensation Committee membership supports alignment on pay-for-performance; Company’s say‑on‑pay approval was ~96% in 2024, signaling shareholder support of compensation governance .
- Compliance with rigorous director ownership guidelines; equity grants enhance alignment while avoiding single‑trigger vesting and excise tax gross‑ups .
- Robust conflicts policy, majority voting, independent Chair, and executive sessions indicate healthy board processes .
-
Potential Red Flags and Watch Items
- Age policy waiver for Palmer at 75 suggests board discretion to retain critical expertise; investors may monitor refreshment balance and succession planning for committee leadership continuity .
- No explicit disclosure of board/committee meeting counts or individual attendance rates beyond annual meeting; continue to monitor for sustained engagement metrics in future proxies .
-
Related-Party/Conflicts
- No related-party transactions involving Palmer disclosed; conflicts are actively overseen by Nominating & Corporate Governance Committee per formal policies .
Overall signal: Palmer’s finance-heavy expertise and role as Audit Chair support investor confidence in oversight of financial reporting and risk. The age policy waiver emphasizes the board’s preference for continuity of critical skills; governance practices and ownership alignment mitigate common risks .