Michael A. Discenza
TIMKENAbout Michael A. Discenza
Michael A. Discenza is vice president and chief financial officer of The Timken Company, appointed effective August 14, 2025; he is 54 and has 25+ years at Timken across finance and accounting leadership roles including controller and group finance leadership . He holds bachelor’s and master’s degrees in economics from The University of Akron and is a certified management accountant . As context for pay‑for‑performance alignment under his oversight, Timken delivered 2024 sales of $4.6B, EPS of $4.99 and adjusted EPS of $5.79, generating $476M in operating cash and $306M in free cash flow; three-, five-, and ten‑year annualized TSR were 2.8%, 6.7%, and 7.6%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Timken Company | Vice President – Finance & Group Controller | Oct 2022–Aug 2025 | Led global finance and group controlling; partnered with executive team across accounting, external reporting, FP&A, investor relations, and advising the Board’s audit committee . |
| The Timken Company | Vice President & Group Controller | Mar 2018–Oct 2022 | Oversaw group-level financial controls and reporting; supported operational excellence and performance management . |
| The Timken Company | Various finance and accounting leadership roles | 2000–2018 | Progressive leadership in accounting, external reporting, FP&A, investor relations; trusted advisor to executive leadership and audit committee . |
External Roles
- No public company directorships or external board roles disclosed for Discenza .
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $500,000 per year | Effective upon appointment as CFO. |
| Target Annual Bonus | 70% of base salary | 2025 bonus to be pro‑rated from appointment date, paid based on actual performance . |
| Long‑Term Equity (first grant year) | ~$1.1 million target grant date value (beginning 2026) | Participates in annual LTI program for executive officers starting 2026 . |
| Benefits/Perquisites | Standard executive benefits and perquisites | Company policy applies. |
Performance Compensation
Annual Cash Incentive Plan Design (executive officers)
| Metric | Weighting | 2024 Target | 2024 Actual | 2024 Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $940M | $840M | 78.8% |
| Adjusted EBITDA Margin | 20% | 19.7% | 18.4% | 86.5% |
| Free Cash Flow | 20% | $387M | $345M | 82.0% |
| Plan Payout | — | 100% | — | 81.0% (straight‑line interpolation; corporate plan) |
- CFO target bonus opportunity: 70% of base salary; payout based on corporate plan metrics and actuals; 2025 payout pro‑rated from appointment date .
Long‑Term Incentive Structure (executive officers)
| Award Type | Weighting | Vesting | 2024–2026 Performance Cycle Targets |
|---|---|---|---|
| Performance‑based RSUs | 60% of annual LTI value | Cliff vest after 3 years | Cumulative adjusted EPS: $14.86 / $19.81 / $24.76 (Threshold/Target/Max); Adjusted ROIC: 9.8% / 13.7% / 16.2%; Relative TSR vs S&P 400 Capital Goods: 25th / 50th / 75th percentile; Plan funding: 50% / 100% / 200% . |
| Time‑based RSUs | 40% of annual LTI value | 25% per year over 4 years; cumulative dividend equivalents paid in cash at vest | — |
- CFO participates in this structure beginning with 2026 grants; the company eliminated stock options from its long‑term mix in 2020 .
Equity Ownership & Alignment
- Stock ownership guidelines require 3x base salary for executive officers other than CEO; executives must meet the requirement within five years and retain net shares from vestings until met .
- Anti‑hedging and anti‑pledging policies prohibit hedging (puts, calls, short sales, margin purchases) and pledging of company stock by directors, NEOs, officers, and employees .
- Option awards were removed from the long‑term incentive mix starting in 2020; equity compensation is delivered through RSUs and PSUs, aligning outcomes to share price and long‑term performance .
- Discenza’s beneficial share ownership, pledged shares, and compliance status with ownership guidelines were not disclosed in the 2025 proxy (he was appointed CFO in August 2025 after the 2024 fiscal year proxy cut‑off) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed vice president and CFO effective Aug. 14–15, 2025 . |
| Severance (pre‑CIC) | If a qualifying termination occurs before a change in control, cash severance equals 1× base salary plus incentive pay (target basis per agreement) . |
| Severance (post‑CIC) | If a qualifying termination occurs within two years after a change in control, cash severance equals 1.5× base salary plus incentive pay (double‑trigger) . |
| Agreements | Standard officer indemnification; Non‑Disclosure, Restrictive Covenant, and Assignment Agreement (confidentiality, non‑compete, non‑solicit) . |
| Clawback | Standalone clawback policy compliant with SEC/NYSE for mandatory recovery on accounting restatements and permissive recovery for misconduct; detrimental activity/ restrictive covenant forfeiture provisions apply . |
| Insider Trading | Trades permitted only during open windows with preclearance; Rule 10b5‑1 plans allowed under policy . |
Compensation Peer Group (program reference)
Timken’s 2024 compensation peer group used to calibrate executive pay levels and design included: Agco, Carlisle, Crane, Dana, Dover, Flowserve, Fortive, Gates Industrial, Ingersoll Rand, ITT, Kennametal, Oshkosh, Pentair (added for 2024), Regal Rexnord, Snap‑on, Terex, Westinghouse Air Brake Technologies, Woodward .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~96% of votes cast approved NEO compensation; no program changes were specifically driven by the vote .
Performance Compensation Detail (Design → payout linkage)
| Element | Metric | Weight | Target Mechanics | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA | 60% | 2024 target set at 2023 actual; payout based on corporate actuals (prorated for CFO where applicable) | Paid annually; 2025 CFO payout to be pro‑rated . |
| Annual Cash Incentive | Adjusted EBITDA Margin | 20% | 2024 target at 2023 actual; circuit breaker below 13.5% eliminates plan payout | Annual cash. |
| Annual Cash Incentive | Free Cash Flow | 20% | 2024 target ~8% above 2023 actual; straight‑line interpolation | Annual cash. |
| Performance‑based RSUs | Adjusted EPS (cumulative) | 50% (2024–2026 cycle) | Target ~6% above prior record cycle; straight‑line interpolation; potential exclusions for major accounting/tax/acquisition impacts | Cliff vest at 3 years . |
| Performance‑based RSUs | Adjusted ROIC | 30% (2024–2026 cycle) | Target equal to prior cycle and 100 bps above 2023–2025 target; circuit breaker at 9.0% | Cliff vest at 3 years . |
| Performance‑based RSUs | Relative TSR | 20% (2024–2026 cycle) | Measured vs S&P 400 Capital Goods index (30‑day averages; dividends included) | Cliff vest at 3 years . |
| Time‑based RSUs | Share price linked | — | — | 25% per year over 4 years; dividend equivalents paid in cash upon vest . |
Investment Implications
- Alignment: CFO pay mix emphasizes at‑risk compensation (70% bonus target tied to EBITDA/margin/FCF; LTI beginning 2026 with 60% PSUs on EPS/ROIC/relative TSR), supporting cash generation and long‑term value creation goals .
- Governance and downside protection: Double‑trigger CIC severance at 1.5× salary+bonus is moderate and materially lower than predecessor CFO’s historical 3× CIC multiple (2014 terms), reducing golden‑parachute risk inflation compared to prior practice .
- Risk controls: Robust clawback, anti‑hedging/pledging, and ownership guidelines (3× salary) mitigate misalignment and trading‑related red flags; absence of options in LTI lowers repricing risk .
- Retention/continuity: A 25‑year internal finance leader stepping into CFO reduces execution risk around controls, reporting, and capital allocation; pro‑rated 2025 bonus and 2026 LTI provide near‑term and medium‑term retention hooks .