Todd M. Leombruno
TIMKENAbout Todd M. Leombruno
Todd M. Leombruno (age 55) is an independent director of The Timken Company (TKR) since 2024. He serves as Executive Vice President and Chief Financial Officer of Parker Hannifin Corp., with over 30 years at Parker across finance roles including Vice President and Controller (2017–2021) and CFO since 2021. At Timken, he sits on the Audit and Nominating & Corporate Governance Committees and is designated an Audit Committee financial expert. As of January 1, 2025, he reported zero Timken share ownership; he joined the Board on August 7, 2024 and has five years to meet director ownership guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker Hannifin Corp. | Executive Vice President & CFO | 2021–present | Senior financial leadership in manufacturing/engineering sectors |
| Parker Hannifin Corp. | Vice President & Controller | 2017–2021 | Corporate controller leadership |
| Parker Hannifin Corp. | Various accounting/finance roles | 1993–2017 | Progressed through increasing responsibility roles |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Parker Hannifin Corp. | Executive Vice President & CFO | No | Operates in motion and control technologies |
| Other public company boards | — | None | “Other Public Boards” column indicates none |
Board Governance
- Committee assignments: Audit; Nominating & Corporate Governance; Audit Committee financial expert designation .
- Independence: Board determined Leombruno is independent; 11 of 13 director nominees independent .
- Board leadership: Independent Chairman; executive sessions at each Board meeting; all directors attended the 2024 annual meeting .
- Stock ownership requirements for nonemployee directors: 5x cash retainer ($500,000 equivalent), to be met within five years; as of Dec 31, 2024, Mr. Leombruno had not yet met (new director); expected to achieve within five years .
- Say-on-pay support: 96% approval in 2024 .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Nonemployee director base compensation |
| Audit Committee member fee | $15,000 | Annual member fee; chair $35,000 |
| Nominating & Corporate Governance member fee | $10,000 | Annual member fee; chair $19,500 |
| 2024 fees earned (Leombruno) | $50,034 | Prorated for service starting Aug 7, 2024 |
Performance Compensation
| Director Equity Grants (2024) | Grant Detail | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant for nonemployee directors | 1,660 RSUs (~$150,000 targeted value) | 100% after one year | Granted at May 3, 2024 annual meeting; Leombruno not active at grant date, thus no award |
Company-wide incentive metrics overseen by the Board’s Compensation Committee (context for pay-for-performance rigor):
| Corporate Annual Cash Incentive (2024) | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|
| Adjusted EBITDA (60% weight) | $705M | $940M | $1,175M | $840M (78.8% payout) |
| Adjusted EBITDA Margin (20% weight) | 15.0% | 19.7% | 21.0% | 18.4% (86.5% payout) |
| Free Cash Flow (20% weight) | $271M | $387M | $541M | $345M (82.0% payout) |
| Plan payout | 50% | 100% | 200% | 81.0% payout |
| 2024–2026 PRSU Metrics | 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 (S&P 400 Capital Goods) (20%) | 25th percentile | 50th percentile | 75th percentile |
| 2022–2024 PRSU Results | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|
| Three-year cumulative adjusted EPS (60%) | $10.33 | $14.76 | $19.19 | $17.37 |
| ROIC (40%) | 8.5% | 11.0% | 14.0% | 11.1% |
| Plan funding | 50% | 100% | 200% | 136.8% earned |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Parker Hannifin Corp. | EVP & CFO | No TKR-related party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Significant financial and executive leadership in manufacturing/engineering sectors; 30+ years at Parker Hannifin .
- Audit Committee financial expert (NYSE/SEC standard) .
- Brings CFO-level oversight of financial reporting, controls, and capital allocation .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership of TKR common shares | 0 | As of Jan 1, 2025 |
| Options (exercisable/unexercisable) | 0 | Director table shows none for Leombruno |
| Director deferred common shares | 0 | No director deferred share balance |
| Unvested director RSUs | 0 | Unvested RSUs table lists “–” for Leombruno |
| Director stock ownership guideline | $500,000 equivalent (5x retainer) | Must meet within 5 years |
| Guideline compliance status | Not yet; expected within 5 years | Joined Aug 7, 2024 |
Governance Assessment
- Board effectiveness: Active on Audit and Nominating & Corporate Governance; designated Audit Committee financial expert, strengthening financial oversight .
- Independence and conflicts: Board formally determined independence; no related-party transactions disclosed involving Leombruno; company maintains robust conflicts policy and Nominating & Corporate Governance Committee review processes .
- Compensation alignment: Director pay is modest and standardized (cash retainer plus committee fees) with equity intended to align interests; Leombruno’s 2024 compensation was prorated with no RSU grant due to appointment timing .
- Ownership alignment: Currently reports zero beneficial shares; subject to five-year director ownership guideline; monitoring item for alignment as tenure progresses .
- Pay-for-performance rigor (context): Executive incentives use multi-metric design (Adjusted EBITDA/Margin/FCF; PRSUs tied to adjusted EPS, ROIC, and relative TSR), with recent below-target annual cash payout (81%) and strong long-term PRSU achievement (136.8%), indicating disciplined plan calibration under Board oversight .
- Shareholder confidence signals: Independent Chair, majority independent board, annual elections, majority voting policy, strong say-on-pay support (96%) bolster governance credibility .