Kimberly K. Ryan
TIMKENAbout Kimberly K. Ryan
Kimberly K. Ryan, 58, was appointed as an independent director of The Timken Company in 2025. She is President and Chief Executive Officer of Hillenbrand, Inc. (CEO since December 2021; director since 2021), following a 35+ year career at Hillenbrand and its subsidiaries, including serving as SVP at Hillenbrand and President of the Coperion business from 2015–2021. At Timken, she serves on the Audit and Compensation Committees and was determined by the Board to be independent under NYSE standards; as of January 1, 2025, she reported beneficial ownership of 0 Timken shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hillenbrand, Inc. | President & CEO | Dec 2021–present | Leads global industrial company; experience across strategy, operations, logistics, IT |
| Hillenbrand (Coperion business) | President | 2015–2021 | Led global engineered processing equipment segment |
| Hillenbrand (former subsidiary) | Various leadership roles | 1989–2015 | Progressively senior roles; 35+ year career at Hillenbrand |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hillenbrand, Inc. | Director | 2021–present | Public company directorship (Other Public Boards count = 1 for Ryan) |
| Kimball International, Inc. (public at time) | Director | 2014–2023 | Commercial furnishings; prior public company board service |
Board Governance
- Independence and Committee Assignments: Determined independent; serves on Audit and Compensation Committees (Audit members: Palmer [Chair], Crowe, Lauber, Leombruno, Mapes, Rajendra, Ryan; Compensation members: Rajendra [Chair], Harrell, Lauber, Palmer, Ryan, Sullivan) .
- Chairs and Structure: Independent Chairman of the Board is John M. Timken, Jr.; Board separates Chair and CEO roles; independent director executive sessions occur at each regularly scheduled Board meeting .
- Election and Support: Elected May 2, 2025 with 58,165,194 “For” and 1,696,907 “Withhold” votes; 2025 say‑on‑pay received 49,427,907 “For” and 10,233,222 “Against” votes (non‑binding approval) .
- Stock Ownership Requirements: Nonemployee directors must hold stock equal to 5x the annual cash retainer ($500,000) within 5 years of joining the Board; annual equity awards and RSUs count toward the requirement .
- Attendance: Policy states all directors attend the annual meeting; all members serving in 2024 attended (Ryan joined in 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $100,000 | Nonemployee director base compensation |
| Audit Committee – Member Fee | $15,000 | Annual cash fee; Chair $35,000 |
| Compensation Committee – Member Fee | $10,000 | Annual cash fee; Chair $22,500 |
| Nominating & Corporate Governance – Member Fee | $10,000 | Annual cash fee; Chair $19,500 |
| Independent Chairman Retainer (if applicable) | $150,000 | Additional cash fee for Chair (applies to J.M. Timken, Jr.) |
- Deferral Election: Directors may defer cash fees and/or equity under the Director Deferred Compensation Plan; deferred cash earns prime+1% and can be notionally invested in a Timken share fund; deferred equity accrues dividend equivalents .
Performance Compensation
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Director Equity Grants: Each nonemployee director serving at the 2024 annual meeting received 1,660 RSUs targeted at ~$150,000 grant‑date value; RSUs vest 100% after one year; cumulative dividend equivalents paid in cash upon vesting .
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Executive Incentive Metrics (Ryan oversees as Compensation Committee member):
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Annual Cash Incentive Plan (2024 corporate plan payouts = 81.0% of target):
Metric (Weight) Threshold Target Maximum Actual 2024 Payout Adjusted EBITDA (60%) $705M $940M $1,175M $840M 78.8% Adjusted EBITDA Margin (20%) 15.0% 19.7% 21.0% 18.4% 86.5% Free Cash Flow (20%) $271M $387M $541M $345M 82.0% Plan Payout 50% 100% 200% — 81.0% -
Long‑Term Incentives (2024 grants structure): PRSUs weighted 50% cumulative adjusted EPS, 30% adjusted ROIC, 20% relative TSR vs S&P 400 Capital Goods; funding 50%/100%/200% at threshold/target/maximum .
PRSU Metric (Weight) Threshold Target Maximum 3‑Year Cumulative Adjusted EPS (50%) $14.86 $19.81 $24.76 Adjusted ROIC (30%) 9.8% 13.7% 16.2% Relative TSR vs S&P 400 Capital Goods (20%) 25th pctile 50th pctile 75th pctile -
PRSU Results (2012–2024 cycle earned at 136.8% of target): Cumulative adjusted EPS $17.37 vs $14.76 target; ROIC 11.1% vs 11.0% target .
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Clawback and Risk Controls: Standalone clawback policy (mandatory for restatements; permissive for misconduct); anti‑hedging/pledging prohibitions; compensation risk assessment concluded practices do not create material adverse risk .
Other Directorships & Interlocks
| Company | Industry | Role | Overlap/Notes |
|---|---|---|---|
| Hillenbrand, Inc. | Industrial equipment | CEO; Director | Current external public company role |
| Kimball International, Inc. | Commercial furnishings | Director | Prior public company role (2014–2023) |
- Interlocks: No Timken‑disclosed related‑party transactions or board interlocks involving Ryan; Board has formal policy and categorical immateriality standards for independence determinations .
Expertise & Qualifications
- Public company CEO experience, global operations leadership, and domain expertise in manufacturing, strategy, operations, logistics, and IT; brings operator perspective to Audit and Compensation oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Options/Time‑Based RSUs | Director Deferred Common Shares |
|---|---|---|---|---|
| Kimberly K. Ryan | 0 | * | 0 | 0 |
- Percent of class is less than 1% (company table notation) .
- Director Stock Ownership Guideline: Must reach $500,000 equivalent (5x retainer) within 5 years; awards and RSUs count toward compliance; hedging/pledging prohibited .
Governance Assessment
- Strengths: Independent director; dual committee roles (Audit and Compensation) support board effectiveness; robust compensation framework with clear performance metrics (EBITDA, margin, FCF; EPS, ROIC, TSR); strong governance practices including majority voting, proxy access, annual elections, and executive sessions .
- Shareholder Signals: 2025 say‑on‑pay received 49.4M “For” vs 10.2M “Against,” indicating continued but moderated support versus 2024; Ryan sits on the Compensation Committee responsible for design and shareholder engagement .
- Alignment Watch‑Items: Reported 0 share beneficial ownership as of Jan 1, 2025 means ownership alignment is still building; director guideline should drive near‑term accumulation; hedging/pledging prohibited mitigates misalignment risk .
- Conflicts & Policies: CEO role at Hillenbrand raises general potential for ecosystem overlaps, but Board affirmed independence and maintains rigorous related‑party/conflict review processes; compensation consultant (WTW) independence reviewed and deemed no conflict; other services disclosed with controls .
RED FLAGS: None disclosed specific to Ryan (no related‑party transactions, no hedging/pledging, no attendance issues disclosed). Monitoring items include ownership progression to meet 5x retainer and oversight of pay outcomes given slightly lower say‑on‑pay support in 2025 .