Timken : 2025 Proxy Statement

The Timken Company

Notice of the 2025 Annual Meeting of Shareholders and Proxy Statement

John M. Timken, Jr.

Chairman - Board of Directors

The Timken Company

4500 Mt. Pleasant Street NW

North Canton, OH 44720

March 17, 2025

Dear Fellow Timken Shareholder:

Your Board of Directors is pleased to invite you to the 2025 Annual Meeting of Shareholders of The Timken Company to be held on Friday, May 2, 2025, at 10:00 a.m. Eastern Time. We will conduct this year's meeting in an online-only format, with attendance via the internet.

This year, you are being asked to act upon five matters. Three of these matters (Proposals No. 1, 2 and 3) have been unanimously recommended by your Board of Directors, while two of these matters (Proposals No. 4 and 5) are shareholder proposals that are not supported by your Board of Directors. Details of these matters, along with the recommendations of your Board of Directors, are contained in the accompanying Notice of 2025 Annual Meeting of Shareholders and Proxy Statement.

Please read the enclosed information carefully before voting your shares. Voting your shares as soon as possible will ensure your representation at the meeting, whether or not you plan to attend.

I want to thank you for your continuous support of our business over the years, and I look forward to strong participation and a similar vote of support at the 2025 Annual Meeting of Shareholders.

Sincerely,

John M. Timken, Jr.

Chairman - Board of Directors

Our global team is united by our values which guide our approach to critical work.

ETHICS & INTEGRITY

Timken is built on ethics and integrity. We believe trust and transparency are key to creating strong relationships and shared value.

EXCELLENCE

Our high standards set us apart. Winning in a rapidly changing world requires a constant drive to perform and advance for all stakeholders.

QUALITY

Our products have stood for quality for more than 125 years. We are focused on increasing reliability and efficiency through innovative solutions.

TEAMWORK

Our global teams are collaborative problem solvers in a culture that recognizes and rewards new ideas and contributions.

THE TIMKEN COMPANY

North Canton, Ohio

_____________________

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

__________________________________________

The 2025 Annual Meeting of Shareholders of The Timken Company will be held on Friday, May 2, 2025, at 10:00 a.m. Eastern Time, in an online-only format, with attendance via the internet at the following web address: www.cesonlineservices.com/tkr25_vm. You will not be able to attend this meeting in person.

The meeting is being held for the following purposes:

1. Election of 13 Directors to serve for a term of one year;
2. Approval, on an advisory basis, of our named executive officer compensation;
3. Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2025;
4. Consideration of a shareholder proposal requesting that the Company adopt independently verified short- and medium-term science-based greenhouse gas emissions reduction targets, inclusive of emissions from its full value chain;
5. Consideration of a shareholder proposal asking the Board of Directors to amend the Company policy on recoupment of incentive pay to apply to each Named Executive Officer and to state that conduct or negligence - not merely misconduct - shall trigger mandatory application of that policy and to report to shareholders in each annual meeting proxy the results of any deliberations regarding the policy; and
6. Consideration of such other business as may properly come before the meeting.

Shareholders of record of common shares of The Timken Company at the close of business on February 25, 2025 are the shareholders entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE ONLINE- ONLY 2025 ANNUAL MEETING OF SHAREHOLDERS, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED OR VOTE YOUR SHARES ELECTRONICALLY THROUGH THE INTERNET OR BY TELEPHONE. VOTING INSTRUCTIONS ARE PROVIDED ON THE ENCLOSED PROXY CARD.

Effect of Not Casting Your Vote. Under New York Stock Exchange rules, if you hold your shares in "street name" through a brokerage account, your broker will NOT be able to vote your shares for you on most of the matters being considered at the 2025 Annual Meeting of Shareholders, including the election of Directors, unless you have given instructions to your broker prior to the meeting.

To attend the online-only meeting, you will need to pre-register by 10:00 a.m. Eastern Time on May 1,

2025. To pre-register for the meeting, please follow these instructions:

Registered Shareholders

If your shares are registered in your name with our transfer agent or you are a participant holding shares in a Timken-sponsored employee savings plan and you wish to attend the virtual meeting, go to http://www.cesonlineservices.com/tkr25_vm. Please have your Proxy Card or Notice of the Meeting, containing your 11-digit control number, available and follow the instructions to complete your registration request.

Beneficial Shareholders

Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting may pre-register by visiting the website http://www.cesonlineservices.com/tkr25_vm. Please have available the voting instruction form, notice, or other communication from your broker, bank, or other holder of record that sets forth the control number provided to you and follow the instructions to complete your registration request.

After pre-registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual 2025 Annual Meeting of Shareholders and submitting questions for the meeting. Shareholders may review the meeting's rules of conduct or vote during the virtual 2025 Annual Meeting of Shareholders by following the instructions available on the meeting website.

Thank you for your continued support of The Timken Company.

Hansal N. Patel

Executive Vice President, General Counsel & Secretary

March 17, 2025

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on May 2, 2025: This Proxy Statement and our 2024 Annual Report to Shareholders are available on the Investors section of our websitehttps://investors.timken.com/.

TABLE OF CONTENTS

Notice of 2025 Annual Meeting of Shareholders and Proxy Statement

Chairman's Letter

Notice of the Annual Meeting

Table of Contents

1. Proxy Summary

1. Proxy Statement

1. Proposal No. 1: Election of Directors
2. Nominees

1. Independence Determinations
2. Related Party Transactions Approval Policy

1. Board and Committee Meetings
2. Board Leadership Structure

1. Director Compensation

1. Board Committees

1. Audit Committee
2. Compensation Committee
3. Nominating and Corporate Governance Committee

25 Corporate Governance and Social Responsibility Highlights

1. Shareholder Engagement in 2024
2. Risk Oversight

1. Shareholder Communications
2. Beneficial Ownership of

Common Shares

1. Proposal No. 2: Approval, on an Advisory Basis, of Our Named Executive Officer Compensation
2. Compensation Discussion and Analysis

58 Executive Compensation

1. CEO Pay Ratio
2. Pay Versus Performance

1. Proposal No. 3: Ratification of Appointment of Independent Auditor
2. Auditor
3. Audit Committee Report

80 Proposal No. 4: Shareholder Proposal - Adopt Science-Based Emissions Reduction Targets

Proposal No. 5: Shareholder

84 Proposal - Support Improved Clawback Policy for Unearned Executive Pay

86 Other Information

1. Participation at the Annual Meeting
2. Proxy Solicitation

1. How Proxies Will be Voted

1. Voting at the Meeting

1. Submission of Shareholder Proposals
2. General

A-1 Appendix A

PROXY SUMMARY

This summary highlights certain information contained in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting.

2025 Annual Meeting of Shareholders

Date and Time: Friday, May 2, 2025, at 10:00 a.m. Eastern Time

Location: Online-only format, with attendance via the internet at the following web address: http://www.cesonlineservices.com/tkr25_vm

Record Date: February 25, 2025

Mail Date: The approximate date our Proxy Statement and Proxy Card will be first sent or given to our shareholders is March 17, 2025.

Voting Matters and Board Voting Recommendations

	Board			Proposal				See
	Recommends						Page
	For		1.	Election of 13 Directors to serve for a term of one year.		10
	For		2.	Approval, on an advisory basis, of our named executive officer compensation.		33
	For		3.	Ratification of the appointment of Ernst & Young LLP as our independent auditor for		78
			the fiscal year ending December 31, 2025.
	Against		4.	A shareholder proposal requesting that the Company adopt independently verified
			short- and medium-term science-based greenhouse gas emissions reduction		80
				targets, inclusive of emissions from its full value chain.
			5.	A shareholder proposal asking the Board of Directors to amend the Company policy
	Against			on recoupment of incentive pay to apply to each Named Executive Officer and to		84
			state that conduct or negligence - not merely misconduct - shall trigger mandatory
				application of that policy and to report to shareholders in each annual meeting proxy
				the results of any deliberations regarding the policy.

1

Director Nominees

See Proposal No. 1 on page 10 of the Proxy Statement for more details on the 13 nominees for Director. The following information describes relevant information about each nominee as of March 1, 2025.

								Committee Memberships
	Name and Title		Age		Director	Independent			Nominating &	Other
			Audit	Compensation	Corporate	Public
			since
								Governance	Boards
	Maria A. Crowe		65	2014	✓	✓		✓	_
	Retired President of Manufacturing								Chair
	Operations,
	Eli Lilly and Company
	Elizabeth A. Harrell	71	2017	✓		✓	✓	_
	Retired Major General,
	U.S. Air Force

Richard G. Kyle	59	2013
Retired President and Chief Executive
Officer,
The Timken Company
Sarah C. Lauber	53	2021
Executive Vice President - Chief
Financial Officer,
Douglas Dynamics, Inc.
Todd M. Leombruno		55	2024
Executive Vice President and Chief
Financial Officer,
Parker Hannifin Corp.
Christopher L. Mapes	63	2014
Retired Executive Chairman, President
and Chief Executive Officer,
Lincoln Electric Holdings, Inc.
Tarak B. Mehta		58	2024
President and Chief Executive Officer,
The Timken Company
James F. Palmer	75	2015
Retired Corporate Vice President and
Chief Financial Officer,
Northrop Grumman Corporation
Ajita G. Rajendra		73	2014
Retired Executive Chairman, President
and Chief Executive Officer,
A. O. Smith Corporation
Kimberly K. Ryan	58	2025
President and Chief Executive Officer,
Hillenbrand, Inc.
Frank C. Sullivan		64	2003
Chairman and Chief Executive Officer,
RPM International Inc.
John M. Timken, Jr.	73	1986
Chairman, Board of Directors,
The Timken Company
Ward J. Timken, Jr.
57	2002
Chief Executive Officer,
McKinley Strategies, LLC

				1
✓	✓	✓		_
	✓
✓		✓	_
✓	✓		✓	3
				_
✓	✓	✓		_
	Chair
	✓	✓
✓		2
		Chair
✓	✓	✓		1
			✓
✓		✓	1
✓				_
Independent
Chairman
✓				_

Average Age	63

2

Board Nominee Composition Overview

DiversityExperience

Seven and Four

current or former

CEOs and CFOs, respectively, of publicly traded companies

Women (4)

Ethnic Diversity (2)

Other (7)

Oversight	Independence
Three	85%
Audit Committee	of our Directors
Financial Experts	meet NYSE

independence standards

Leadership		Refreshment
Two		Three
of three Committee Chairs		new Directors appointed
are ethnically or		within the last year
gender diverse

3

Representative Skills and Attributes of the Board

4