John M. Timken, Jr.
TIMKENAbout John M. Timken, Jr.
Independent Chairman of The Timken Company’s Board since May 13, 2014; age 73; Director since 1986. A private investor and entrepreneur, co-founder of Amgraph Packaging, with ventures spanning injection molding, ophthalmic labs, logistics/trucking, cable television, and one of North America’s largest commercial mushroom farms. The Board credits him with capital allocation acumen and familiarity with Timken’s businesses that has supported portfolio expansion complementing bearings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company | Independent Chairman, Board of Directors | Chair since 2014; Director since 1986 | Oversees board calendar and agendas; leads executive sessions of independent directors; chairs annual meeting |
| Amgraph Packaging | Co-founder | Not disclosed | Entrepreneurial experience; value creation across industries |
| Various private ventures (injection molding, ophthalmic labs, logistics/trucking, cable TV, mushroom farming) | Owner/investor | Not disclosed | Business-building and investment experience |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| None disclosed | — | — | — |
Board Governance
- Role: Independent Chairman; Board prefers separated Chair/CEO structure; Chair responsibilities include agenda setting, leading discussions, executive sessions, and the annual meeting .
- Committee memberships: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees in the proxy nominee table or committee rosters .
- Independence: Board determined he meets NYSE independence standards; family relationships (with Ward J. Timken, Jr.) do not impair independence .
- Attendance: Policy expects all directors to attend; all directors serving at that time attended the 2024 annual meeting .
- Director election support (2025 Meeting): For 57,658,208; Withhold 2,203,893; Broker non-votes 3,047,900 .
| 2025 Director Election (John M. Timken, Jr.) | Votes |
|---|---|
| For | 57,658,208 |
| Withhold | 2,203,893 |
| Broker non-votes | 3,047,900 |
Fixed Compensation
| Component (Director, 2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $100,000 |
| Independent Chairman cash fee | $150,000 |
| Committee fees (chair/member) | Not applicable to John (no committee membership) |
| Equity grant (RSUs) | 1,660 RSUs; grant date May 3, 2024; targeted ≈$150,000 value; grant date fair value $150,197 |
| Dividend equivalents (cash upon vesting) | $2,435 (paid in 2024 on prior grants) |
| Total 2024 Director compensation | $402,632 (cash $250,000; stock $150,197; other $2,435) |
| Director holding requirement | 5x cash retainer ($500,000); met as of 12/31/2024 |
Performance Compensation
| Award Type | Performance Metrics | Weighting | Vesting | 2024 Grant Detail |
|---|---|---|---|---|
| Director RSUs | None (time-based; directors do not have performance-conditioned equity) | N/A | 100% one year after grant date | 1,660 RSUs granted at the 2024 Annual Meeting; dividend equivalents paid in cash upon vesting |
No options or PSUs are disclosed for nonemployee directors; annual RSU grants are time-based only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for John M. Timken, Jr. |
| Notable board interlocks/conflicts | Family member Ward J. Timken, Jr. also serves on the TKR Board; Board determined independence is not impaired |
Expertise & Qualifications
- Investor with cross-industry value-creation track record; co-founded packaging business; broad operating exposure across multiple private ventures .
- Board views his capital allocation perspective as “critical input” for evaluating and making portfolio decisions; instrumental in adding product lines complementary to bearings .
Equity Ownership
| Metric (as of 1/1/2025 unless noted) | Amount |
|---|---|
| Sole voting/investment power | 457,980 shares |
| Shared voting/investment power | 889,740 shares |
| Aggregate beneficial ownership | 1,347,720 shares |
| Percent of class | 1.93% |
| Unvested director RSUs (12/31/2024) | 1,660 |
| Ownership guideline (director) | 5x retainer ($500,000); met |
| Pledging/hedging policy | Prohibited for directors and officers |
Footnotes:
- Includes 182,166 shares with sole voting/investment power as trustee of three trusts from the estate of Susan H. Timken .
- Includes 126,000 shares in an irrevocable trust for spouse as sole lifetime beneficiary; he disclaims beneficial interest .
Say-on-Pay & Shareholder Feedback
| Item 5.07 (2025) | Votes |
|---|---|
| Say-on-Pay (Advisory Approval) – For | 49,427,907 |
| Against | 10,233,222 |
| Abstain | 200,829 |
| Broker non-votes | 3,048,043 |
- Historical shareholder support noted: ~96% approval in 2024 say-on-pay (context for program alignment) .
Related-Party Transactions and Conflict Controls
- Policy requires reporting of potential conflicts and Nominating & Corporate Governance Committee review/approval; codifies examples of prohibited conflicts and waiver/mitigation process; Item 404(a) transactions would be reviewed regardless of materiality threshold .
- No specific Item 404(a) related-party transactions involving John are disclosed in the 2025 proxy; directors are subject to Standards of Business Ethics and a Policy Against Conflicts of Interest .
Governance Assessment
-
Strengths:
- Independent Chairman with long tenure; strong investor/operator background; high 2025 vote support indicates investor confidence .
- Board independence robust (11/13 independent) with formal majority voting and proxy access; anti-pledging policy; director ownership requirement met .
- Transparent director pay structure; balanced cash plus equity; limited perquisites; no excise tax gross-ups .
-
Potential watch items:
- Family presence on board (Ward J. Timken, Jr.); independence affirmed but monitor for related-party exposure; committee oversight policy in place .
- Significant personal/trust holdings necessitate continued adherence to anti-hedging/anti-pledging policy (policy prohibits) .
-
Not disclosed:
- Individual board/committee meeting attendance rates for John beyond annual meeting attendance .
- Any director-specific performance metrics (directors’ equity is time-based RSUs) .