Ward J. Timken, Jr.
TIMKENAbout Ward J. Timken, Jr.
Ward J. Timken, Jr. (age 57) is an independent director of The Timken Company, serving since 2002. He is CEO of McKinley Strategies, LLC (since January 2020) and previously served as Chairman, CEO and President of TimkenSteel Corporation (renamed Metallus Inc. in 2024) from 2014–2019; earlier he was Executive Chairman of The Timken Company from 2005 to May 2014 . The Board determined he meets NYSE independence standards despite family relationships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company | Executive Chairman | 2005–May 2014 | Led strategic focus on complementary product lines; deep familiarity with the business |
| TimkenSteel Corporation (Metallus Inc.) | Chairman, CEO & President | 2014–2019 | Led customized alloy steel company; external executive experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McKinley Strategies, LLC | Chief Executive Officer | January 2020–Present | Political consulting firm |
| Other public company boards | — | — | None disclosed for Ward in nominees table |
Board Governance
- Committee memberships: None; Ward is not listed on Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence: Board determined Ward is independent under NYSE standards; his family relationships do not impair independence .
- Attendance: Company policy expects directors to attend annual meeting; all directors serving at that time attended in 2024 .
- Years of service on TKR board: Director since 2002 .
- Board leadership: Board chaired by independent Chairman John M. Timken, Jr. since 2014; independent directors hold executive sessions at each regularly scheduled meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard nonemployee director retainer |
| Committee fees | $0 | Not a committee member; committee member fees are $15,000 (Audit) / $10,000 (Comp/NCG); chair fees higher |
| All other compensation | $2,435 | Cash dividend equivalents on prior unvested RSUs upon vesting |
| Total cash + other | $102,435 | Sum of retainer and other compensation |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 3, 2024 | 1,660 | $150,197 | 100% after one year | Annual director equity grant; dividend equivalents paid in cash upon vesting |
| Unvested RSUs (as of 12/31/2024) | — | 1,660 | — | — | Outstanding balance year-end |
No director stock options or performance-based equity disclosed for directors; annual grants are time-based RSUs .
Other Directorships & Interlocks
- Other current public boards: None disclosed for Ward in the TKR proxy nominees table .
- Family/board relationships: Shares board with Independent Chairman John M. Timken, Jr.; Board explicitly determined family relationships do not impair independence .
- Charitable foundation: Trustee of The Timken Foundation of Canton, which holds 2,964,650 TKR shares; Ward disclaims beneficial interest in those shares but shares voting/investment power with other trustees .
Expertise & Qualifications
- Former Executive Chairman of TKR and CEO of TimkenSteel; broad-based experience across global industrial markets and strategy execution .
- Provides input on global industry dynamics and Timken’s market portfolio; familiarity with company operations and capital allocation .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 3,685,666 shares | 5.27% of class |
| Sole voting/investment power | 524,206 shares | Direct control |
| Shared voting/investment power | 3,161,460 shares | Includes 2,964,650 shares held by Timken Foundation of Canton; Ward disclaims beneficial interest |
| Unvested RSUs (director awards) | 1,660 units | As of Dec 31, 2024 |
| Ownership guideline status | Met | Directors must hold 5x cash retainer ($500,000); all nonemployee directors except Leombruno had met requirement by 12/31/2024 |
| Hedging/pledging policy | Prohibited | Formal anti-hedging and anti-pledging policies for directors |
Governance Assessment
- Committee assignments and expertise: Ward brings deep company-specific and industrial leadership experience but holds no committee roles, limiting direct influence on audit/compensation governance; this reduces committee-level conflict exposure but also reduces direct oversight contributions .
- Independence and attendance: Board affirmed independence despite family ties; directors attended the 2024 annual meeting; independent executive sessions are held each board meeting—positive for board effectiveness .
- Alignment and incentives: Simple director pay mix (cash retainer + annual RSUs), subject to one-year vesting and ownership guidelines; Ward has met ownership requirements and holds significant equity exposure, supporting investor alignment .
- Potential conflicts and related-party exposure: RED FLAGS
- Family network: Concurrent presence of Timken family directors may raise perception risk of influence; Board’s independence determination is a mitigating factor .
- Foundation holdings: Shared voting power via Timken Foundation (2.96M shares) could represent influence; Ward disclaims beneficial interest, and the foundation is independent of the company—partial mitigant .
- Safeguards: Formal related-party conflict approval policy, prohibition on hedging/pledging, majority voting/resignation policy, and robust clawback policies—overall strong governance framework .
Overall, Ward’s extensive prior leadership at Timken and TimkenSteel, significant equity ownership, and independence determination support alignment; perceptions of familial interlocks and foundation influence are the principal governance risks, mitigated by policies and by his non-participation on key committees .