Sarah C. Lauber
TIMKENAbout Sarah C. Lauber
Independent director of The Timken Company (TKR) since 2021; age 53. Executive Vice President – Chief Financial Officer of Douglas Dynamics, Inc. (since March 2023; previously CFO & Secretary beginning in 2017). Recognized Audit Committee financial expert with 25+ years in finance and accounting; began career at KPMG. Committee memberships: Audit and Compensation. Independent status affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Douglas Dynamics, Inc. | Executive Vice President – Chief Financial Officer | Mar 2023–present | Led finance, planning, acquisition integration for publicly traded manufacturer |
| Douglas Dynamics, Inc. | Chief Financial Officer & Secretary | 2017–Mar 2023 | Oversaw finance and accounting functions |
| KPMG | Accountant | Early career | Foundation in audit/accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Douglas Dynamics, Inc. | Executive Vice President – Chief Financial Officer | Mar 2023–present | Operating executive role (not disclosed as a director seat) |
| Other public company boards | — | — | None disclosed for Lauber in TKR’s nominee table |
Board Governance
- Committees: Audit and Compensation; not a chair. Audit Committee financial expert designation (Lauber, Leombruno, Palmer) .
- Independence: Determined independent under NYSE standards .
- Attendance: Policy that all directors attend the annual meeting; all directors attended in 2024 .
- Board structure: Independent Chairman (John M. Timken, Jr.) with regular executive sessions of independent directors at each meeting .
- Over-boarding and evaluations: Annual board/committee/director evaluations and over-boarding policy; majority voting policy in place .
- Stock ownership requirement for directors: 5x cash retainer ($500,000), to be met within five years; as of Dec 31, 2024, all nonemployee directors except Leombruno met the requirement (Lauber met) .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for nonemployee directors |
| Audit Committee member fee | $15,000 | Member (not chair) |
| Compensation Committee member fee | $10,000 | Member (not chair) |
| Total cash fees | $125,000 | Lauber elected to defer these fees under the Director Deferred Compensation Plan |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | May 3, 2024 | 1,660 | $150,197 | 100% after one year | Lauber elected to defer the 2024 award under the Director Deferred Compensation Plan |
| Unvested RSUs (as of Dec 31, 2024) | — | 2,460 | — | — | Outstanding balance disclosure |
| Cash dividend equivalents | 2024 | — | $3,923 | Paid upon vesting | 2023 grants deferred; corresponding dividend equivalents deferred |
Compensation committee metrics oversight (signals for investors):
-
Corporate annual cash incentive (for NEOs, overseen by Compensation Committee): | Metric (2024) | Weight | Threshold | Target | Maximum | Actual | Plan Payout | |---|---:|---:|---:|---:|---:|---:| | Adjusted EBITDA ($M) | 60% | $705 | $940 | $1,175 | $840 | 78.8% | | Adjusted EBITDA Margin (%) | 20% | 15.0 | 19.7 | 21.0 | 18.4 | 86.5% | | Free Cash Flow ($M) | 20% | $271 | $387 | $541 | $345 | 82.0% | | Total plan payout | — | 50% | 100% | 200% | — | 81.0% |
-
Long-term PRSU cycle (2024–2026) targets: | Metric | Weight | Threshold | Target | Maximum | |---|---:|---:|---:|---:| | Three-year cumulative adjusted EPS ($) | 50% | $14.86 | $19.81 | $24.76 | | Adjusted ROIC (%) | 30% | 9.8 | 13.7 | 16.2 | | Relative TSR (vs. S&P 400 Capital Goods) | 20% | 25th pctile | 50th pctile | 75th pctile |
-
Completed PRSU results (2022–2024 cycle): | Metric | Weight | Threshold | Target | Maximum | Actual | Funding | |---|---:|---:|---:|---:|---:|---:| | Three-year cumulative adjusted EPS ($) | 60% | $10.33 | $14.76 | $19.19 | $17.37 | — | | ROIC (%) | 40% | 8.5 | 11.0 | 14.0 | 11.1 | — | | Total earned (funding) | — | 50% | 100% | 200% | — | 136.8% |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed for Lauber in TKR proxy |
| Willis Towers Watson (WTW) | — | Comp consultant to TKR | Compensation Committee assessed WTW independence; ~$325k comp consulting fees; ~$1.5M other services; no conflicts found |
Expertise & Qualifications
- Financial leadership in public manufacturing companies; acquisition integration; financial planning; accounting expertise; KPMG-trained .
- Audit Committee financial expert; deep familiarity with EBITDA, ROIC, EPS, TSR metrics used in executive pay .
Equity Ownership
| Ownership Measure (as of Jan 1, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 7,095 | Rule 13d-3 methodology |
| Percent of class | * | Less than 1% |
| Right to acquire by Mar 1, 2025 (options/RSUs) | 400 | Options exercisable or time-based RSUs vesting by Mar 1, 2025 |
| Director deferred common shares | 1,845 | Deferred under Director Deferred Compensation Plan |
| Unvested RSUs (Dec 31, 2024) | 2,460 | Outstanding director RSUs |
| Director ownership guideline (5x retainer) | Met | All nonemployee directors except Leombruno met as of Dec 31, 2024 |
Policies affecting alignment:
- Anti-hedging/pledging: Policy prohibits hedging and pledging by directors, officers and employees .
- Director ownership requirement: 5x annual retainer within five years; Lauber compliant as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent; dual committee member (Audit/Comp); designated financial expert; strong attendance at annual meeting; meets robust stock ownership guideline; participates in compensation oversight with clear performance metrics; majority voting and declassified board enhance accountability.
- Compensation design quality: Balanced annual metrics (Adjusted EBITDA, margin, FCF) and long-term metrics (Adjusted EPS, ROIC, relative TSR) with rigorous targets; recent PRSU cycle paid above target based on multi-year performance.
- Clawback and risk controls: Standalone clawback policy aligned with SEC/NYSE; permissive clawback for misconduct; compensation risk assessment concluded programs do not create material risk.
- Potential conflicts/RED FLAGS: No related-party transactions or director-specific conflicts disclosed; WTW consultant independence evaluated with no conflicts; anti-hedging/pledging policy mitigates alignment risks. No red flags identified for Lauber.
Say-on-pay context (investor sentiment): 2024 say-on-pay approval ~96% of votes cast, indicating strong shareholder support for compensation governance overseen in part by the Compensation Committee.
Compensation peer group context: Broad industrial peer set used for market-competitive executive pay; committee references 50th percentile and other factors in decisions.