TIMKEN CO

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.

2024 Annual Meeting of Shareholders

Voting Matters and Board Voting Recommendations

Director Nominees

See Proposal No. 1 on page 12 of the Proxy Statement for more details on the 10 nominees for Director. The following information describes relevant information about each nominee as of March 1, 2024.

Board Nominee Composition Overview

Representative Skills and Attributes of the Board

Corporate Governance Highlights

The Timken Company is committed to strong corporate governance as evidenced by the following practices. See page 25 of the Proxy Statement for more details.

Executive Leadership Diversity

Corporate Social Responsibility

At Timken, we view our CSR program as an interconnected system of actions to improve the lives of individuals and communities, benefit the planet and strengthen our business. We align our global programs with our engineering expertise to build a world that is more efficient and more resilient. In consideration of our efforts, we were named one of America’s Most Responsible Companies by Newsweek and Statista for the third straight time.

Throughout 2023, we continued to pursue greater sustainability across our product portfolio through product design, lifetime performance improvements, and use of recyclable content. We also furthered our emissions reduction initiatives.

For more information regarding our corporate social responsibility program, please see page 25 of the Proxy Statement or our most recent corporate social responsibility report available on our website athttps://www.timken.com/corporate-social-responsibility/.

Other recent awards include:

2023 Performance Highlights

In 2023, Timken continued to demonstrate its ability to achieve strong results in a highly dynamic operating environment by delivering a third consecutive year of record performance. The Company grew revenue approximately 6% from 2022 to a record $4.8 billion while posting net income of $394 million.

We achieved strong earnings per diluted share (“EPS”) of $5.47 and record adjusted EPS of $7.051, approximately flat and up approximately 9%, respectively, from the then record levels achieved in 2022. Net cash from operations of $545 million and free cash flow of $3571 million in 2023 were both up significantly compared to 2022. We also delivered an adjusted return on invested capital (“ROIC”) of 13.8%1 in 2023, well above our weighted average cost of capital.

We achieved these results and scaled our position as a diversified industrial leader by continuing to execute our profitable growth strategy of delivering strong performance and returns through the industrial cycle. Our proven strategy focuses on (1) driving organic growth and market share gains in our core business by leading in product technology, innovation and customer service, (2) advancing operational excellence initiatives across the enterprise to enhance performance and expand margins, and (3) deploying capital to drive attractive returns for our investors.

We have continued to create meaningful shareholder value by delivering total shareholder returns (“TSR”) of 2.9%, 18.8%, and 9.8% over the past three-, five-, and ten-year periods, respectively. Our TSR for the five-year period outpaced the median of our 2023 compensation peer group, the S&P 500 Industrials and the S&P 400 Industrials, while our TSR for the three-year period lagged. Our ten-year TSR also exceeded the median of our 2023 compensation peer group and was just slightly below the S&P 500 Industrials and the S&P 400 Industrials over this timeframe. The S&P 500 Industrials comprises those companies included in the S&P 500 index that are classified as members of the Global Industry Classification Standard (“GICS”) industrials sector, while the S&P 400 Industrials comprises those companies included in the S&P MidCap 400 that are classified as members of the GICS industrials sector.

In 2023, we deployed more than $1.1 billion of total capital to strengthen our company and create value for our shareholders. We allocated $188 million, or about 3.9% of our sales, to capital expenditures focused on growth and operational improvement initiatives. We paid out our 406 th consecutive quarterly dividend, continuing one of the longest continuous dividend streaks on the New York Stock Exchange (“NYSE”), and increased our quarterly dividend to $0.33 per share in the second quarter, making 2023 the tenth consecutive year of annual dividend growth. We repurchased approximately 3.2 million shares, or over 4% of our outstanding shares. And finally, we strengthened our engineered bearings and industrial motion product portfolios by allocating approximately $639 million toward six strategic acquisitions, including American Roller Bearing Company (“ARB”), Leonardo Top S.à r.l. (“Nadella Group”), D-C Filtration Holdings Corp. (“Des-Case”), Rosa Sistemi S.p.A. (“Rosa Sistemi”), Innovative Mechanical Solutions, LLC, and substantially all the assets of Innovative Mechanical Solutions Inc. (together, “iMECH”), and Lagersmit Holding B.V. (“Lagersmit”).

See page 35 of the Proxy Statement for more details on the Company’s 2023 performance and the six acquisitions we completed during the year.

1 See Appendix A for reconciliations of adjusted EPS, free cash flow, and adjusted ROIC to their most directly comparable GAAP financial measures. Free cash flow is defined as net cash from operations minus capital expenditures. Adjusted ROIC is defined as adjusted net operating profit after taxes (“ANOPAT”), excluding tax-effected acquisition intangible amortization, divided by average invested capital. The performance metrics discussed above are used for external reporting purposes and may not correlate exactly to their corresponding compensation metrics due to slight differences in methodology (see pages 49 to 53 for more details on how the compensation metrics are calculated).

Return to Shareholders

*TSR for the Company was calculated on an annualized basis and assumes quarterly reinvestment of dividends. The 10-year period takes into account the value of TimkenSteel Corporation (“TimkenSteel”) common shares distributed in the spinoff of TimkenSteel from the Company, which was completed on June 30, 2014 (the “Spinoff”). TimkenSteel was renamed Metallus Inc. in 2024.

**See page 44 of the Proxy Statement for the companies that are included in the compensation peer group for 2023. The Peer Median excludes Altra Industrial Motion Corp. since it is no longer a standalone public company after being acquired by Regal Rexnord Corp. during 2023.

***The S&P 500 Industrials and S&P 400 Industrials comprise those companies that are classified as members of the GICS industrials sector included in the S&P 500 index and S&P MidCap 400 index, respectively.

2023 Executive Compensation Practices

We design our executive compensation program to help us attract, motivate, reward and retain highly qualified executives who are capable of creating and sustaining value for our shareholders over the long term. See page 35 of the Proxy Statement for more details.

*Excludes statutorily mandated pension benefits provided in certain jurisdictions outside the United States.

Pay-for-Performance

Our executive compensation program is designed to link pay and performance. We have received a strong level of shareholder support for our named executive officer compensation program through our annual “say-on-pay” vote over the last several years (as depicted below). A significant portion of the compensation of our named executive officers is equity based, which we believe aligns our executives’ interests with the interests of our shareholders.

The Company’s executive compensation program is designed to link compensation with key financial and operational goals of the Company, some of which are short-term, while others take several years or more to achieve. The Company uses a balance of short-term and long-term incentives, as well as cash and non-cash compensation, to meet these objectives

Our incentive compensation program payouts for performance periods ending in 2023 reflect strong performance in a highly dynamic operating environment:

See pages 49 to 53 of the Proxy Statement for more details on the 2023 annual cash incentive plan and the 2021-2023 performance-based restricted stock units.

THE TIMKEN COMPANY