UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 31, 2025, The Timken Company (the “Company”) announced that the Company and Tarak B. Mehta, the President and Chief Executive Officer of the Company, had mutually agreed that Mr. Mehta would depart from the Company, including resigning as a member of the Company’s Board of Directors (the “Board”), effective immediately.
The Company also announced that the Board had appointed Richard G. Kyle as the interim President and Chief Executive Officer of the Company, effective immediately. Mr. Kyle, age 59, currently serves as a member of the Board and previously acted as Advisor to the CEO of the Company from September 2024 until his retirement in February 2025 after having previously served as President and Chief Executive Officer of the Company from 2014 to 2024. Mr. Kyle joined the Company in 2006 and served in multiple leadership roles of increasing responsibility during his initial tenure with the Company.
Mr. Kyle will be entitled to receive the following compensation in connection with his service as interim President and Chief Executive Officer of the Company: annual base salary of $1.2 million; a deferred share award with an aggregate grant date value of $9.0 million; and two performance-based restricted stock unit awards (“PRSUs”) with a combined aggregate grant date value of $3.3 million. To vest in the deferred shares and PRSUs, Mr. Kyle will generally be required to remain employed with the Company until the earlier of February 15, 2026 or two months after the date of hire of his successor to assist with the transition. In addition, vesting of the PRSUs will be subject to achievement of specified performance objectives. Mr. Kyle also will be eligible to participate in the Company’s other standard benefits and perquisites for its executive officers, other than short-term and long-term incentive plans, any severance benefit arrangement or deferred compensation plan.
In connection with his departure from the Company, Mr. Mehta has entered into a settlement agreement with the Company (the “Settlement Agreement”) that will include a general release of claims in favor of the Company and its affiliates. The departure was not due to any misconduct. Mr. Mehta will be entitled to receive a cash payment of $9.25 million pursuant to the terms of the Settlement Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE TIMKEN COMPANY | ||||||
| March 31, 2025 | By | /s/ Hansal N. Patel | ||||
| Hansal N. Patel | ||||||
| Executive Vice President, General Counsel & Secretary | ||||||