Richard G. Kyle
TIMKENAbout Richard G. Kyle
Richard G. Kyle (age 59) has served on The Timken Company board since 2013. He retired as Timken’s President & CEO in 2024 and then acted as Advisor to the CEO from September 2024 until his retirement from employment on February 15, 2025; he remains a director. He brings a deep engineering and operational background from global manufacturing leadership and has served since 2015 on Sonoco Products Company’s board, chairing its Executive Compensation Committee and serving on Audit, Executive, Corporate Governance & Nominating committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company | President & CEO | 2014–2024 | Led change and growth at a global manufacturing organization; strategy, operations, portfolio evolution |
| The Timken Company | Advisor to the CEO | Sep 2024–Feb 15, 2025 | Supported CEO transition; remained employee until retirement from employment |
| The Timken Company | Various leadership roles | 2006–2014 | Progressively senior roles across operations and engineering |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sonoco Products Company | Director | 2015–present | Audit; Executive; Corporate Governance & Nominating; Chair, Executive Compensation Committee |
| Other public boards | — | — | “Other Public Boards” count for Kyle: 1 (Sonoco) |
Board Governance
- Independence: The board determined 11 of 13 nominees are independent; those listed exclude Richard G. Kyle, indicating he is not independent under NYSE standards (he was employed by Timken through Feb 15, 2025) .
- Committee assignments at TKR: None currently indicated for Kyle in the nominees table (Audit, Compensation, Nominating columns are blank) .
- Attendance: Company policy is for all directors to attend the annual meeting; all directors serving at that time attended in 2024 .
- Board leadership & practices: Independent Chair (John M. Timken, Jr.); majority voting policy; declassified board; director ownership requirement (5x $100k retainer); executive sessions at each board meeting; over-boarding limits; proxy access 3/3/20/20 .
Fixed Compensation
- Timken Director pay framework (nonemployee): $100,000 annual retainer; Chair and committee fees (Audit Chair $35,000; members $15,000; Compensation Chair $22,500; members $10,000; Nominating Chair $19,500; members $10,000) .
- 2024 annual director equity grant: 1,660 RSUs (~$150,000 target value), vesting after one year (dividend equivalents paid on vesting) .
- Richard G. Kyle’s 2024 director compensation: None (he was an employee and received no additional director compensation in 2024) .
| 2024 Kyle Fixed Pay (as NEO) | Amount |
|---|---|
| Base Salary | $1,065,000 |
| Company contributions (SIP/Post-Tax/other) | $31,050 (SIP/Core DC) + $232,005 (Post-Tax) = $263,055 |
| Perquisites (club, travel, physicals) | $13,360 (club) + $13,422 (personal/spousal travel) + $1,683 (executive physical) = $28,465 |
| Life insurance | $5,733 |
Performance Compensation
| 2024 Kyle Performance Pay (as NEO) | Amount |
|---|---|
| Non-Equity Incentive (annual cash) | $1,113,052 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $6,322,671 |
| Change in Pension Value & Deferred Earnings | $2,352,646 (includes above-market deferred interest) |
| All Other Compensation (incl. dividend equivalents) | $579,961 (includes $282,708 dividend equivalents) |
| 2024 Annual Cash Incentive Metrics | Threshold | Target | Maximum | Actual/Result |
|---|---|---|---|---|
| Adjusted EBITDA (60%) | $705M | $940M | $1,175M | $840M → 78.8% payout |
| Adjusted EBITDA Margin (20%) | 15.0% | 19.7% | 21.0% | 18.4% → 86.5% payout |
| Free Cash Flow (20%) | $271M | $387M | $541M | $345M → 82.0% payout |
| Plan Payout | 50% | 100% | 200% | 81.0% payout |
| 2022–2024 PSUs (Earned) | Threshold | Target | Maximum | Actual/Result |
|---|---|---|---|---|
| 3-Year Cumulative Adjusted EPS (60%) | $10.33 | $14.76 | $19.19 | $17.37 |
| ROIC (40%) | 8.5% | 11.0% | 14.0% | 11.1% |
| Total PSU Funding | 50% | 100% | 200% | 136.8% of target |
| 2024–2026 PSUs (Targets) | 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 pct | 50th pct | 75th pct |
Additional plan design notes:
- Annual cash metrics: 60% adjusted EBITDA, 20% adjusted EBITDA margin, 20% free cash flow; straight-line interpolation; modifiers not applied to NEOs in 2024 .
- PSUs: Cliff vest after 3 years; cumulative dividend equivalents paid in cash on actual shares delivered .
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Note |
|---|---|---|---|---|
| Sonoco Products Company | Packaging | Director | Audit; Executive; Corporate Governance & Nominating; Chair, Executive Compensation | Single other public board for Kyle per proxy |
No related-party transactions are disclosed for Kyle; the company describes a formal conflicts policy and Nominating & Governance Committee review for any Item 404(a) transactions .
Expertise & Qualifications
- Global manufacturing leadership; led change and growth at Timken as CEO .
- Engineering and operations background; strategic perspective and company knowledge .
- Compensation governance expertise through chairing Sonoco’s Executive Compensation Committee .
Equity Ownership
| Beneficial Ownership (Jan 1, 2025) | Shares | Percent of Class |
|---|---|---|
| Richard G. Kyle | 189,060 | <1% (*) |
| Additional Holdings Detail | Count |
|---|---|
| Outstanding options and time-based RSUs (right to acquire by Mar 1, 2025) | 27,694 |
| Director deferred common shares | 0 |
| Unvested/Unearned Awards at Dec 31, 2024 | Number | Market/Payout Value |
|---|---|---|
| 2021 RSUs (time-based) | 5,919 | $422,439 |
| 2022 RSUs (time-based) | 14,525 | $1,036,649 |
| 2023 PSUs (target) | 42,050 | $3,001,109 |
| 2023 RSUs (time-based) | 21,038 | $1,501,482 |
| 2024 PSUs (target) | 45,000 | $3,211,650 |
| 2024 RSUs (time-based) | 30,000 | $2,141,100 |
Ownership alignment policies:
- Anti-hedging and anti-pledging policies applicable to directors and officers .
- Director stock ownership requirement: 5x cash retainer ($500,000); as of Dec 31, 2024 all nonemployee directors except Mr. Leombruno had met the requirement (Kyle became subject to director holding requirements after Feb 15, 2025) .
Governance Assessment
- Strengths:
- Extensive CEO-level operating experience; deep company knowledge and global manufacturing expertise .
- External compensation governance credibility (chairs Sonoco’s Executive Compensation Committee; sits on its Audit committee) .
- Strong company governance framework (independent Chair; majority voting; declassified board; director ownership; clawback policy exceeding SEC/NYSE requirements) .
- Say-on-pay support was high in 2024 (approx. 96%) suggesting investor alignment on compensation structures .
- Concerns/RED FLAGS:
- Independence status: Kyle is not listed among independent directors; he remained a Timken employee through Feb 15, 2025, limiting eligibility for independent committee service at TKR in the near term .
- Transition award modifications: Amendments provided continued vesting of RSUs/PSUs post-retirement and prorated 2025 cash incentive, which are shareholder-sensitive areas; though disclosed and approved, investors typically scrutinize such arrangements for alignment and precedent risk .
- Pension exposure: Significant supplemental pension present value ($15.27M), which can reduce at-risk mix and raise pay-for-performance questions for legacy grants .
- Signals to watch:
- Whether and when Kyle is deemed independent under NYSE cooling-off standards and whether he joins any TKR board committees subsequently .
- Ongoing compliance with director ownership guidelines as he transitions from executive to nonemployee director .
- Any related-party matters; company has detailed conflict review policy (none disclosed for Kyle) .
Clawback policy: Company maintains a standalone, mandatory clawback for restatements (no-fault), permissive clawback for misconduct causing restatements, and forfeiture for detrimental activity; disclosure requirements per SEC/NYSE apply .
Director pay framework at TKR is standard for industrials; Kyle did not receive director compensation in 2024 as an employee .
Attendance: All directors attended the 2024 annual meeting; exec sessions occur at each board meeting for independent directors .
Compensation consultant independence: Willis Towers Watson engaged; Compensation Committee concluded advice is objective and independent (WTW also provides other services, mitigated via safeguards) .
Appendix: Key Compensation and Contract Terms (Kyle as NEO during 2024)
- Annual cash incentive target: 130% of base salary; 2024 payout based on company metrics (81% of target) .
- Long-term incentives: RSUs (time-based, 25% per year over 4 years) and PSUs (3-year performance cycle) .
- Severance & Change-in-Control Multiples (as of Dec 31, 2024): Severance 2.0x; CIC 3.0x (agreement ended Feb 15, 2025) .
- Post-retirement equity treatment (transition): Continued vesting of RSUs/PSUs; PSUs prorated based on months worked, payout on actual performance; estimated intrinsic value at target ~$7.30M at $83.15 share price (Feb 15, 2025) .