UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.             )

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Filed by a Party other than the Registrant  ☐

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The Timken Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

						John M. Timken, Jr. Chairman – Board of Directors   The Timken Company 4500 Mt. Pleasant Street NW North Canton, OH 44720

March 22, 201918, 2022

Dear Fellow Timken Shareholder:

The 2019Your Board of Directors is pleased to invite you to the 2022 Annual Meeting of Shareholders of The Timken Company willto be held on Friday, May 10, 2019,6, 2022, at 10:00 a.m. local time attime. We will conduct this year’s meeting in an online-only format, with attendance via the corporate offices ofinternet, due to the company in North Canton, Ohio.ongoing pandemic.

This year, you are being asked to act upon fivefour matters. FourThree of these matters (Proposals Nos.1-4)No. 1-3) have been unanimously recommended by your Board of Directors. OneDirectors, while one of these matters (Proposal No. 5)4) is a shareholder proposal that is 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 20192022 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 appreciate the strong participation andwant to thank you for your continuous support of our shareholdersbusiness over the years and I look forward to strong participation and a similar vote of support at the 20192022 Annual Meeting of Shareholders.

Sincerely,

John M. Timken, Jr.

Chairman – Board of Directors

Engineered Bearings   |I   Mechanical Power Transmission Products   |I   Industrial Services

THE TIMKEN COMPANY

North Canton, Ohio

NOTICE OF 20192022 ANNUAL MEETING OF SHAREHOLDERS

The 20192022 Annual Meeting of Shareholders of The Timken Company will be held on Friday, May 10, 2019,6, 2022, at 10:00 a.m. local time, in an online-only format, with attendance via the internet at 4500 Mt. Pleasant Street NW, North Canton, Ohio 44720,the following web address: www.cesonlineservices.com/tkr22_vm. You will not be able to attend this meeting in person due to the ongoing pandemic.

The meeting is being held for the following purposes:

Shareholders of record of common shares of The Timken Company at the close of business on February 20, 201922, 2022 are the shareholders entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTENDPARTICIPATE IN THE 2019ONLINE-ONLY 2022 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 20192022 Annual Meeting of Shareholders, including the election of Directors, unless you have given instructions to your broker prior to the meeting.

In order to attend the online-only meeting, you will need to pre-register by 10:00 a.m. Eastern Time on May 5, 2022. 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 www.cesonlineservices.com/tkr22_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 (those holding shares through a stock brokerage account or by a bank or other holder of record)

Beneficial shareholders who wish to attend the virtual meeting may pre-register by visiting the website www.cesonlineservices.com/tkr22_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 for the meeting, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting and submitting questions. Shareholders may review the rules of conduct for the virtual meeting or vote during the virtual Annual Meeting by following the instructions available on the meeting website.

Thank you for your continued support of The Timken Company.

Hansal N. Patel

Corporate Secretary

March 22, 201918, 2022

Important Notice Regarding the Availability of Proxy Materials for the 20192022 Annual Meeting of Shareholders to be held on May 10, 2019:6, 2022: This Proxy Statement and our 20182021 Annual Report to Shareholders are available on the Investors section of our websitehttp:https://investors.timken.cominvestors.timken.com/. For directions to the 2019 Annual Meeting of Shareholders, you may call234-262-3000.

TABLE OF CONTENTS

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.

20192022 Annual Meeting of Shareholders

Voting Matters and Board Voting Recommendations

Director Nominees

See Proposal No. 1 on page 811 of the Proxy Statement for more details on the 1112 nominees for Director. The following information describes relevant information about each nominee as of March 1, 2019.2022.

Board Composition Overview

 ** Denotes Independent Chairman

Gender and Ethnic Diversity		Oversight		Independence		Refreshment
		Three Audit Committee Financial Experts				Over Half of our Board refreshed within the last decade

Representative Skills and Attributes of the Board

		LEADERSHIP AND GOVERNANCE Senior leadership experience at a large organization, including current or former service as a public company officer (CEO, CFO, etc.) or military general, or other public company board service leading to valuable insight on corporate governance matters
		HUMAN CAPITAL MANAGEMENT Expertise in talent management, public company compensation structures, key employee development and retention, and executive succession planning
		FINANCIAL REPORTING AND CAPITAL ALLOCATION Experience in the finance function of an enterprise, including an in-depth understanding of financial management, financial reporting and capital allocation processes
		MANUFACTURING AND ENVIRONMENTAL MANAGEMENT Expertise in manufacturing operations and logistics and environmental management to drive operating performance through sustainable means

		RISK MANAGEMENT Experience with risk management and compliance oversight relevant to the exercise of fiduciary responsibilities				STRATEGY AND M&A Responsibility for driving growth through innovative strategic initiatives and through acquisitions and other business combinations
		GOVERNMENTAL AND REGULATORY AFFAIRS Insight into managing governmental and regulatory affairs relevant to the Company’s business operations				MARKETING AND SALES Expertise in marketing, sales, and customer service at a scale relevant to the Company’s global business
		GLOBAL OPERATIONS Service in a leadership role with multinational companies or in global markets, leading to a deep knowledge of global industry dynamics and international supply chain management

Corporate Governance Highlights

The Timken Company is committed to strong corporate governance as evidenced by the following practices. See page 2125 of the Proxy Statement for more details.

2018Corporate Social Responsibility    

In 2021, CSR remained a priority for Timken as we published our most recent CSR report. In consideration of our efforts, we were named one of the World’s Most Ethical Companies^® by Ethisphere^® Institute for the eleventh time, among America’s Most Responsible Companies by Newsweek and Statista and one of America’s Best Employers, America’s Best Employers for New Graduates and America’s Best Employers for Women by Forbes.

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 at https://www.timken.com/corporate-social-responsibility/.

2021 Performance Highlights

2018 wasTimken delivered record-setting performance in 2021, despite the unprecedented supply chain challenges and inflationary pressures that accelerated during the year. The Company grew revenue and earnings significantly in 2021, with record revenue of $4.13 billion, an outstanding year for Timken on a numberincrease of fronts, with strong operating and financial performance both year-over-year and as compared against industrial peers. We profitably grew the Company in 2018, increasing revenue approximately 19% to $3.58 billion,18% from 2020, net income increasing approximately 49%30% to $302.8$369 million and adjusted earnings before interest, taxes, depreciation, and taxesamortization (“EBIT”EBITDA”) byincreasing approximately 52%9% to $500.5$718 million¹ million.. We achieved strongrecord earnings per diluted share (“EPS”) of $3.86$4.79 and record adjusted EPS of $4.18$4.72¹, up approximately 50%29% and 59%15%, respectively, from the prior year. The2020. We also delivered an adjusted EPS for 2018 was 37% higher than any previous year in the Company’s history. In addition, we generated return on invested capital (“ROIC”) of 12.8%11.0%¹ in 2018, an improvement2021, up from 9.9% last year. In addition, we generated net cash from operations of 230 basis points from$387 million and free cash flow of $239¹ million in 2021.

We achieved these results through the prior year. continued execution of our corporate strategy, which is delivering improved performance and higher returns through the business cycle. Our strategy focuses on (1) driving organic growth and share gains in our core business by leading in product technology, innovation and service, (2) executing operational excellence initiatives across the enterprise to enhance performance, and (3) deploying capital to drive optimal returns for our investors.

We have continued to create significant shareholder value by delivering total shareholder returnreturns (“TSR”) of 12.2%25.5%, 1.5%14.3%, and 12.8%12.1% over the past three-, five-, andten-year periods, respectively. Our three-year and five-year TSR which reflectsoutpaced the executionmedian of our new strategy following2021 compensation peer group and also exceeded the Spinoff (as defined below), outpaced bothS&P 500 Industrials over these respective timeframes, while our compensation peersten-year TSR was just slightly below our peer median and the S&P 500 index, while our five-year TSR outpaced our compensation peers,Industrials. The S&P 500 Industrials comprises those companies included in each case over the same respective timeframes. Ourten-year TSR, which reflects the alignment of our strategy with long-term shareholder value creation, was slightly below both the S&P 500 index that are classified as members of the Global Industry Classification Standard (“GICS”) industrials sector.

In 2021, we deployed capital in a disciplined and balanced manner to strengthen our compensation peers over the same timeframe. Additionally, we increasedcompetitive position, create value for our shareholders and further enhance our financial position. We allocated $148 million, or about 3.6% of our sales, to capital expenditures focused on growth and continuous improvement initiatives. We also paid out our 386^th398th consecutive quarterly dividend, continuing one of the longest activecontinuous dividend streaks on the New York Stock Exchange (the “NYSE”) and increased our quarterly dividend to $0.30/share in the second quarter, making 20182021 the fiftheighth consecutive year of higher annual dividend increases.

We achieved these results through the disciplined executiondividends. In addition, we repurchased approximately 1.25 million shares of stock, or over 1.7% of our strategy,outstanding shares.

2021 also marked the release of our third annual CSR report, which is focuseddetailed our vision to build a more efficient and resilient world. The report highlights how we continue to advance our corporate social responsibility initiatives by promoting a culture of problem solvers with a strong focus on driving organic growth in our core business by leading in product technology, innovation and service; improving our business performance and expanding margins through operational excellence initiatives; and deploying our cash flow and capital to drive strong returns for our investors.

In 2018, we strengthened our global leadership position in tapered roller bearings and grew our offering in industrial bearings. We also allocated approximately $831² million towards three acquisitions that significantly expanded our power transmission portfolio and geographic reach (Cone Drive - a leader in precision drives, Rollon - a leader in engineered linear motionsustainable products and ABC Bearings - which strengthened our position inpractices across the growing India bearing market).Company, while maintaining a strong commitment to ethics.

See page 2835 of the Proxy Statement for more details on the Company’s 20182021 performance.

¹ SeeAppendix A for reconciliations of adjusted EBIT,EPS, adjusted EPS,EBITDA, 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 calculateddefined as adjusted net operating profit after taxes (“ANOPAT”) divided by average invested capital. TheseThe performance metrics discussed above are used for external reporting and may not correlate exactly to their corresponding compensation adjusted metrics due to slightly different adjustmentsslight differences in methodology (see pages 40, 42 and 4348 to 52 for more details on how the compensation adjusted metrics are calculated).

Return to Shareholders

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

**See page 3543 of the Proxy Statement for the companies that are included in the compensation peer group for 2018.2021.

2018***The S&P 500 Industrials comprises those companies included in the S&P 500 index that are classified as members of the GICS industrials sector.

2021 Executive Compensation Practices

We design our executive compensation plans and 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 2735 of the Proxy Statement for more details.

		What We Do				What We Do Not Do
✓  Share		We utilize stock ownership requirements for executives (5x base salary for CEO and 3x2x-3x for the other named executive officers)		X		×   We do not allow hedging or pledging of our shares re-price outstanding stock options
✓  “Clawback” policy permits clawback		We have “clawback” provisions that permit the recovery of executive compensation if an executive engages in conduct that is detrimental to the Company and results in restatement of financial results		×   X		We do not provide excise taxgross-ups on perquisites or inunder named executive officer severance agreements
✓  Shareholder-approved		We use shareholder-approved plans to provide short-term and long-term incentive plans incentives		×   We do notre-price stock options and do not issue discounted stock options
✓  Use of targeted performance metrics to align pay with performance X		×   We do not provide excessive perquisites allow hedging or pledging of our shares
✓  Different		We use different metrics are used for short-term and long-term incentive plans that are designed to align pay with performance		X		We do not have single-trigger vesting
✓		×   We provide very limited perquisites		X		We do not have employment agreements for our named executive officers
		×   We do not have single-trigger vesting

Pay-for-Performance

Our compensation program is designed to link pay and performance, which we believe has been demonstrated by the strong level of shareholder support we have received for our named executive officer compensation program through our annual “say-on-pay” vote over the last few years.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.

		Shareholder Support of Named Executive Officer Compensation
		2018		97%
		2017		97%
		2016		96%

The Company’s incentive compensation program for executives is designed to link compensation with key financial and operational goals, some of which are short term,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 andnon-cash compensation, to meet these objectives:

 

Our incentive compensation program payouts for plan yearsperformance periods ending in 2018 were aligned with performance:2021 reflect good performance relative to a challenging cost and supply situation:

 

●

There was a 175.5%74.4% payout under the annual cash incentive plan, reflecting strongwhich reflected below-target performance for 2018;2021, due primarily to lower than targeted free cash flow (driven mainly by higher working capital) and slightly lower earnings and operating margins as compared to target (driven mainly by higher operating costs to serve customers); and

●

There was a 114%92.7% payout for 2016-20182019-2021 performance-based restricted stock units, which reflects improvedreflected strong overall performance in a challenging environment, as the targets were set in early 2019, prior to the start of the COVID-19 pandemic. We achieved record adjusted EPS results in 2019 and 2021, and strong average adjusted ROIC performance over the cycle, particularly in 2017 and 2018.period.

2018 Annual Cash Incentive Plan Payout●				2016-2018 Performance-Based Despite the significant unforeseen impact of COVID-19, no adjustments or modifications were made to the financial performance metrics or targets for our 2019-2021 performance-based RSU Cyclecycle, which in part led to the below-target payout.

See pages 3847 to 4452 of the Proxy Statement for more details on the 2021 annual cash incentive plan and the 2016-20182019-2021 performance-based restricted stock units.

THE TIMKEN COMPANY

PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors (also referred to as the “Board”) of The Timken Company, an Ohio corporation (the “Company,” “Timken,” “we,” or “us”), in connection with the 20192022 Annual Meeting of Shareholders to be held on Friday, May 10, 2019,6, 2022, at 10:00 a.m. local time at 4500 Mt. Pleasant Street NW, North Canton, Ohio 44720,in an online-only format, with attendance via the internet, and at any adjournments and postponements thereof, for the purpose of considering and acting upon the matters specified in the foregoing Notice.

The approximate date this Proxy Statement and proxy card will be first sent or given to our shareholders is March 22, 2019.18, 2022.

Instructions for attending the online-only meeting are available in the accompanying Notice of 2022 Annual Meeting of Shareholders and under the section titled “Participation at the Annual Meeting” on page 79.

The Board of Directors is not aware of matters other than those specified in the foregoing Notice that will be brought before the meeting for action. However, if any such matters should be properly brought before the meeting, the persons appointed as proxies may vote or act upon such matters according to their judgment.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

We currently have 12 Directors. Pursuant to our Amended Regulations, all nominees for Director will stand for election for aone-year term to expire at the 20202023 Annual Meeting of Shareholders. Candidates for Director receiving the greatest number of votes will be elected. Abstentions and “brokernon-votes” (where a broker, other record holder, or nominee indicates on a proxy card that it does not have authority to vote certain shares on a particular matter) will not be counted in the election of Directors and will not have any effect on the result of the vote.

Pursuant to the Majority Voting Policy of the Board of Directors, any Director who fails to receive a majority of the votes cast in his or her election will submit his or her resignation to the Board of Directors promptly after the certification of the election results. The Board of Directors and the Nominating and Corporate Governance Committee will then consider the resignation in light of any factors they consider appropriate, including the Director’s qualifications and service record, as well as any reasons given by shareholders as to why they withheld votes from the Director. The Board of Directors is required to determine whether to accept or reject the tendered resignation within 90 days following the election and to disclose on a Current Report on Form8-K its decision, as well as the reasons for rejecting any tendered resignation, if applicable.

Joseph W. Ralston, a Director of the Company since 2003 and our independent Lead Director since 2011, is retiring from the Board effective as of the 2019 Annual Meeting of Shareholders. In connection with Mr. Ralston’s retirement, at its meeting on February 6, 2019, the Board approved a resolution decreasing the size of the Board from 12 to 11 Directors effective as of the 2019 Annual Meeting of Shareholders. We thank Mr. Ralston for his significant contributions to the Company during his service on the Board.

At its meeting on February 6, 2019,11, 2022, the Board also approved a resolution, based on the recommendation of the Nominating and Corporate Governance Committee, nominating the 1112 individuals set forth below to be elected Directors at the 20192022 Annual Meeting of Shareholders to serve for a term of one year expiring at the 20202023 Annual Meeting of Shareholders (or until their respective successors are elected and qualified). Each of the nominees previously was elected as a Director by our shareholders. Each of the nominees listed belowshareholders and each has consented to serve as a Director if elected.

If any nominee becomes unable, for any reason, to serve as a Director, or should a vacancy occur before the election (which events are not anticipated), the Directors then in office may substitute another person as a nominee or may reduce the number of nominees as they deem advisable. Unless otherwise

indicated on any proxy card, the persons named as proxies on the enclosed proxy card intend to vote the shares covered by such proxy card in favor of the nominees below.

Nominees

The following information, obtained in part from the respective nominee and in part from our records, describes the background and select experience of each nominee as of March 1, 2019:2022:

Christopher L. Mapes Age: 57 Director since 2014		Business Experience   Mr. Mapes is Chairman, President and Chief Executive Officer of Lincoln Electric Holdings, Inc., a global manufacturer of welding, cutting and joining products. He has held the position of Chairman since December 2013 and has been President and Chief Executive Officer since December 2012, after serving as Chief Operating Officer beginning in 2011. From 2004 to 2011, he served as Executive Vice President of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment, where he led the expansion and execution of the global strategy for its electrical products business. Mr. Mapes has been a director of Lincoln Electric Holdings, Inc. since 2010.   Qualifications   As a seasoned executive with extensive experience leading global manufacturing and distribution companies, Mr. Mapes understands the challenges of global growth and the complexity of managing international operations. In addition to his business management experience, Mr. Mapes has a law degree.
Mr.Christopher L. Mapes is a member of our Audit Committee and Compensation Committee. Age: 60 Director since 2014   Committees: · Audit · Nominating and Corporate Governance

Ajita G. Rajendra Age: 67 Director since 2014		Business Experience   Mr. Rajendra isserved as Executive Chairman of A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating and water purification equipment.equipment, from September 2018 until his retirement on May 1, 2020. He hashad held the position of Chairman since 2014 and was President and Chief Executive Officer from 2013 until 2018. Mr. Rajendra previously served A. O. Smith Corporation as President and Chief Operating Officer from 2011 to 2012 and as Executive Vice President from 2006 to 2011.   Qualifications   Mr. Rajendra has been a director of A. O. Smith Corporation since 2011 and serves on its Investment Policy Committee, and has been a director of Donaldson Company, Inc. since 2010, where he is a member of the AuditCorporate Governance Committee and Human Resources Committee. Mr. Rajendra’s extensive manufacturing and international experience leading businesses and negotiating acquisitions and joint ventures, along with his experience as a director of other publicly traded companies, provides valuable skills to the Board.
Mr.Ajita G. Rajendra is a member of our Audit Committee and Compensation Committee. Age: 70 Director since 2014   Committees: · Audit · Compensation (Chair)

John M. Timken, Jr. Age: 67 Director since 1986		Business Experience   Mr. Timken is a private investor and a successful entrepreneur, who has been a significant shareholder of the Company for many years. Mr. Timken isco-founder of Amgraph Packaging, a national supplier of flexible package printing used by major food and beverage brands and private labels. His entrepreneurial activities and passion for business-building have included involvement in ventures ranging from injection molding, to ophthalmic laboratories, to logistics and trucking. He also has owned a cable television business and established one of the largest commercial mushroom farms in North America.   Qualifications   Mr. Timken’s ability as an investor to identify and help increase value across a range of industries, as well as his familiarity with the Company’s businesses, provides the Board with critical input in evaluating and making capital allocation decisions. Since joining the Board, he has played an important role in the Company’s strategic drive to add product lines that complement its bearing product portfolio.
Mr.John M. Timken, serves as independentJr. Age: 70 Director since 1986 Independent Chairman of the Board. Board

Jacqueline F. Woods Age: 7174 Director since 2000 Committees: · Compensation · Nominating and Corporate Governance		Business Experience   Ms. Woods served as the President of Ameritech Ohio (subsequently renamed AT&T Ohio), a telecommunications company, until her retirement in 2000. At Ameritech Ohio, Ms. Woods also held various positions in finance, operations, marketing, sales and government affairs. Ms. Woods was inducted into the Ohio Women’s Hall of Fame in 1998. Ms. Woods has served on the board of The Andersons, Inc. since 1999.from 1999 to 2020.   Qualifications   Ms. Woods’ extensive executive management experience enables her to help guide the Board in making decisions in areas such as marketing, strategy development, corporate governance and compensation. In addition, her executive experience at a primarily consumer-oriented company provides a valuable perspective on customer service. Ms. Woods also brings perspective gained from her service as a member of other corporate boards, including serving as a member of the Audit and Compensation Committees and as Chair of the Leadership Development Committee of The Andersons, Inc. Ms. Woods is a member of our Compensation Committee and Nominating and Corporate Governance Committee.public company boards.

Independence Determinations

The Board of Directors has adopted the NYSE independence standards for determining the independence of our Directors. The Board has also adopted standards for categorically immaterial relationships to assist the Board in determining the independence of each Director. These standards include, but are not limited to:

A complete list and description of the categorically immaterial relationships is set forth in Appendix B to the Board of Directors General Policies and Procedures, which is available on the Corporate Governance Section of our website atwww.timken.com/about/governance-documentshttps://investors.timken.com/corporate-governance/documents/.

The Board has determined that the following Director nominees meet these independence standards: Maria A. Crowe, Elizabeth A. Harrell, John A. Luke, Jr., Christopher L. Mapes, James F. Palmer, Ajita G. Rajendra, Frank C. Sullivan, John M. Timken, Jr., and Jacqueline F. Woods. With respect to John M. Timken, Jr., the Board determined that his family relationship to Ward J. Timken, Jr. does not impair his independence. Joseph W. Ralston, who will serve as a Director of the Company until the 2019 Annual Meeting of Shareholders, also has been determined to meet the Board’s independence standards. 

Related Party Transactions Approval Policy

Our Directors and executive officers are subject to our Standards of Business Ethics, which require that any potential conflicts of interest involving our Directors or executive officers, such as significant transactions with related parties, be reported to our ethics and compliance office atethics@timken.com.Vice President, General Counsel & Secretary. Our Directors and executive officers also are subject to the Timken Policy Against Conflicts of Interest, which requires that an employee or Director avoid placing himself or herself in a position in which his or her personal interests could interfere, in any wayor appear to interfere, with our interests. While not every situation can be identified in a written policy, the Timken Policy Against Conflicts of Interest does specifically prohibitidentifies the following situations:situations as examples that may constitute a prohibited conflict of interest:

In the event of any potential conflict of interest, pursuant to the charter of the Nominating and Corporate Governance Committee, the Standards of Business Ethics and the Timken Policy Against Conflicts of Interest, the Nominating and Corporate Governance Committee would review, determine whether or not a conflict of interest exists and, if appropriate after considering such factors as it deems appropriate under the circumstances, make a determination as to whether to grant a waiver or specify any mitigation actions to address the policies for any such situation. Any waiver wouldpotential conflict. Waivers involving our Directors or executive officers will be promptly disclosed to shareholders.shareholders in a manner consistent with applicable laws or regulations and in accordance with our applicable policies. Additionally, the Nominating and Corporate Governance Committee would review and approve or ratify any transaction required to be publicly reported to shareholders pursuant to Item 404(a) of RegulationS-K of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)., with such review to occur regardless of whether the materiality threshold of that provision is met.

Board and Committee Meetings

The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. During 2018,2021, there were seven meetings of the Board of Directors, eightnine meetings of its Audit Committee, three meetings of its Compensation Committee and three meetings of its Nominating and Corporate Governance Committee. All Directors attended 75% or more100% of the meetings of the Board and its committees on which they served that were held following each Director’s appointment to the Board and their respective committees.served. It is our policy that all members of the Board of Directors attend the annual meeting of shareholders and, in 2018,2021, all members attended the meeting. At each regularly scheduled meeting of the Board of Directors, the independent Directors have the opportunity to meet separately in executive session.

Board Leadership Structure

The Board is led by independent Chairman John M. Timken, Jr., who was first elected to this position on May 13, 2014. In addition, the independent Directors designated Joseph W. Ralston to serve as Lead Director until his retirement at the 2019 Annual Meeting of Shareholders. The Board has chosen not to appoint a Lead Director after Mr. Ralston retires.

The Chairman oversees the planning of the annual Board calendar and, with the CEO and in consultation with the other Directors, schedules and sets the agenda for meetings of the Board and leads the discussions at such meetings and at executive sessions of the independent Directors. The Chairman

also leads the Company’s annual meeting of shareholders and performs such other functions and responsibilities as set forth in the Board of Directors General Policies and Procedures or as requested by the Board from time to time.

The Board’s preferred governance structure is to separate the roles of ChairmanChair and CEO. With limited exceptions, these roles haveSince 2014, the Chair of the Board has been separate for over 80 years.independent. While recognizing that there is no single, generally accepted approach to providing Board leadership and that the Board’s leadership structure may vary in the future as circumstances warrant, the Board considers this balance of leadership between the two positions to be beneficial.

Director Compensation

Directors who are not Timken employees receive an annual retainer fee, annual committee fees (as applicable) and an annual equity award. The independent Chairman the Lead Director and each committee chairperson receive additional retainer fees. Directors who are Timken employees doRichard G. Kyle, our President and Chief Executive Officer (“CEO”), does not receive any additional compensation for theirhis service as Directors.a Director.

Cash Compensation

Each nonemployee Director who served in 20182021 was paid aan annual retainer fee of $80,000 as base compensation for services as a Director. In addition to base compensation, the Lead DirectorJohn M. Timken, Jr. received

an annual fee of $30,000 and$100,000 for his service as the independent Chairman received an annual fee of $100,000.Chairman. The following additional annual fees were paid for serving on a committee of the Board in 2018:2021:

To the extent a Director served on the Board or any committee of the Board for only part of the year, such Director received apro-rated portion of the applicable fees based on the amount of time served.

Equity Compensation

Each nonemployee Director serving at the time of our 20182021 Annual Meeting of Shareholders on May 8, 20187, 2021 received a grant of 2,5251,340 restricted stock units that vest after one year under The Timken Company 2011 Long-Term2019 Equity and Incentive Compensation Plan as amended(the “Equity and restated as of February 13, 2015 (the “Long-Term Incentive Compensation Plan”). Upon anon-employee Director’s initial election to the Board, each such Director receives a grant of 2,000 restricted stock units under the Long-TermEquity and Incentive Compensation Plan whichthat vestone-fifth annually from the date of grant. Sarah C. Lauber received such a grant during 2021. Cumulative dividend equivalents are paid in cash upon vesting.

Holding Requirement

The Compensation Committee of the Board of Directors has adopted sharestock ownership requirements for nonemployee Directors equal to five times the annual cash retainer of $80,000, or the equivalent of $400,000 worth of common shares. Directors must meet this requirement within five years of becoming a Director of the Company. In determining whether a Director has met his or her individual ownership target, the Company considers shares owned by the Director and full-value equity awards held by the Director, including restricted shares and restricted stock units still subject to vesting conditions. As of December 31, 2018,2021, all of our Directors other than Ms. HarrellLauber had met their sharestock ownership requirements. Ms. HarrellLauber joined the Board in August 2017January 2021 and she is on track to achieve the ownership requirement within the five-year time frame.

Compensation Deferral

Any Director may elect to defer the receipt of all or a specified portion of histheir cash fees or her cash feestheir annual equity award until a specified point in the future in accordance with the provisions of the Director Deferred Compensation Plan, as amended and restated effective January 1, 2015 (the “Director Deferred Compensation Plan”). The amountcash amounts deferred can be invested in a cash fund or the hypothetical Timken common share fund. The cash fund provides for interest to be earned quarterly at a rate based onequal to the prime rate plus one percent.1%. If cash fees are invested in the Timken common share fund, Directors may elect to receive cash in an amount equal to any dividend equivalents or reinvest such amounts in the CompanyTimken common share fund. Equity award deferrals are maintained in a separate account, which is credited with the number of shares that would otherwise have been issued or transferred and delivered to the Director. Such accounts are credited from time to time with amounts equal to dividends or other distributions paid on the number of shares reflected in such accounts.

20182021 Director Compensation Table

The following table provides the compensation and benefits applicable to our nonemployee Directors for 2018:2021:

As of December 31, 2018,2021, unvested restricted shares and unvested restricted stock units were ownedheld by the nonemployee Directors as follows:

Board Committees

Audit Committee

We have a standing Audit Committee that has oversight responsibility with respect to our independent auditor and the integrity of our financial statements. The Audit Committee is composed of James F. Palmer (Audit Committee Chairman)Chair), Maria A. Crowe, Sarah C. Lauber, Christopher L. Mapes, Ajita G. Rajendra and Frank C. Sullivan and Joseph W. Ralston.Sullivan. Our Board of Directors has determined that each member of the Audit Committee is financially literate and independent as defined in the listing standards of the NYSE and the rules of the Securities and Exchange Commission (the “SEC”). Our Board of Directors has determined that Sarah C. Lauber, James F. Palmer and Frank C. Sullivan and James F. Palmer qualify as Audit Committee financial experts.

The Audit Committee’s charter is available on the Corporate Governance section of our website atwww.timken.com/about/governance-documentshttps://investors.timken.com/corporate-governance/documents/.

Compensation Committee

We have a standing Compensation Committee that establishes and administers our policies, programs and procedures for compensating our senior management and Board of Directors. Members of the Compensation Committee are John A. Luke, Jr.Ajita G. Rajendra (Compensation Committee Chairman)Chair), Elizabeth A. Harrell, Christopher L. Mapes,Sarah C. Lauber, John A. Luke, Jr., James F. Palmer Ajita G. Rajendra, Joseph W. Ralston and Jacqueline F. Woods. Our Board of Directors has determined that all members of the Compensation Committee are independent as defined in the listing standards of the NYSE.

With the guidance and approval of the Compensation Committee, we have developed compensation programs for our executive officers, including the CEO and the other named executive officers, included in the 2018 Summary Compensation Table, that are intended to align the interests of our executives and shareholders; reward executive management for sustained, strong business and financial results; and enable us to attract, retain and motivate the best talent. The Compensation Committee determines specific compensation elements for the CEO and considers and acts upon the CEO’s recommendations regarding the other executive officers.

The agenda for meetings of the Compensation Committee is determined by its ChairmanChair with the assistance of the Vice PresidentGeneral Manager – Compensation and Benefits.Compensation. The meetings are regularly are attended by the Chairman of the Board, the CEO, the Executive Vice President, – Human Resources, the Corporate General Counsel &

Secretary, and the Vice PresidentGeneral Manager – Compensation and Benefits.Compensation. At each meeting, the Compensation Committee meets in executive session. The ChairmanChair of the Compensation Committee reports the Committee’s actions regarding compensation of executive officers to the full Board.Board and the full Board acts on compensation matters for the CEO. Our Human Resources department supports the Compensation Committee in its duties and may be delegated certain administrative duties in connection with our compensation programs. The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of Director and executive officer compensation and the sole authority to approve the fees and other retention terms of any compensation consultants. The Compensation Committee has engaged Willis Towers Watson Public Limited Company (“WTW”), a global professional services firm, to conduct annual reviews of its compensation programs for the Company’s executive officers and Directors. WTW also provides information to the Compensation Committee on trends in executive compensation and other market data. WTW (or its predecessor) has provided executive consulting services to the Compensation Committee and other professional consulting services to the Company for over 20 years.

With respect to Director compensation, as stated above, the Compensation Committee annually engages WTW to conduct reviews of Director compensation, and the Committee may then recommend to the full Board changes in Director compensation that will enhance our ability to attract and retain qualified Directors.

During fiscal 2018,year 2021, WTW was paid $250,000approximately $200,000 for the executive and Director compensation consulting services it provided to the Compensation Committee. Other professional consulting services provided by WTW to the Company, which were requested by management, not approved by the Compensation Committee or the Board and not related to executive compensation, totaled approximately $2.5$1.75 million, for actuarial, pension administration and other services (including health benefits, broad-based compensation, human capital, investment advisory and international consulting). Of the $2.5 million in fees incurred in 2018 for other professional consulting services, approximately $2.2 millionmost of which (greater than $1.6 million) related to retirement consulting and outsourcing of pension administrativeadministration services.

The Compensation Committee has concluded that the advice it receives from WTW continues to be objective, unbiased and independent. The Compensation Committee’s careful oversight of the relationship with WTW with respect to compensation advice mitigates the risk that management potentially could misuse the actuarial engagement to influence WTW’s compensation work for the Compensation Committee. The Compensation Committee annually reviews the charges to the Company from WTW for executive and Director compensation advice and other services for the preceding three years, along with an estimate of services for the coming year. Additionally, WTW has adopted internal safeguards to ensure that its executive compensation unit is maintained separately from its actuarial business.

The Compensation Committee has assessed the independence of WTW, as required under the listing standards of the NYSE. The Compensation Committee also has considered and assessed relevant factors that could give rise to a potential conflict of interest with respect to WTW, specifically including the six consultant independence factors under Rule10C-1(b)(4)(i) through (vi) under the 1934 Act. Based on this review, we are not aware of any conflict of interest regarding the work performed by WTW.

The Compensation Committee also plays an active role in our executive officer succession planning process. The Compensation Committee meets regularly with senior management to ensure that an effective succession planning process is in place and to discuss potential successors for executive officers. As part of this process, executive officer position profiles are updated to highlight the key skills required to meet future demands, and potential successors are evaluated and development plans are reviewed. Each year, the Compensation Committee reviews and discusses potential successors for each of the executive officers with the full Board in executive session. In addition, at the end of each year, the Compensation Committee reviews the performance of each of the executive officers. The Compensation Committee is also periodically updated regarding more broad-based human capital focused initiatives such as pay equity studies and, alongside the remainder of the Board, employee engagement surveys.

The Compensation Committee’s charter is available on the Corporate Governance section of our website atwww.timken.com/about/governance-documentshttps://investors.timken.com/corporate-governance/documents/. For more information regarding the role of management and the compensation consultants in determining or recommending the amount or form of executive compensation,

see “CompensationDiscussion and Analysis – Determining Compensation for 20182021” on page 35.44.

Nominating and Corporate Governance Committee

We have a standing Nominating and Corporate Governance Committee that is responsible for, among other things, evaluating new Director candidates and incumbent Directors, and recommending Directors to serve as members of our Board committees.committees, and providing oversight of the Company’s CSR program. Members of the Nominating and Corporate Governance Committee are Maria A. Crowe (Nominating and Corporate Governance Committee Chair), Elizabeth A. Harrell, John A. Luke, Jr., Joseph W. Ralston,Christopher L. Mapes, Frank C. Sullivan and Jacqueline F. Woods. Our Board of Directors has determined that all members of the Nominating and Corporate Governance Committee are independent as defined in the listing standards of the NYSE.

The Board of Directors General Policies and Procedures provide that the general criteria for Director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company and a range of experience and knowledge commensurate with our needs as well as the expectations of knowledgeable investors.

The Nominating and Corporate Governance Committee utilizes a variety of sources to identify possible Director candidates, including search firms, professional associations and Director recommendations. In evaluating candidates to recommend to the Board of Directors, the Nominating and Corporate Governance Committee considers factors consistent with those set forth in the Board of Directors General Policies and Procedures, including whether the candidate enhances the diversity of the Board. Such diversity includes professional background and capabilities, knowledge of specific industries and geographic experience, as well as the more traditional diversity concepts of race, gender and national origin. The attributes of the current Directors and the needs of the Board and the Company are evaluated whenever a Board vacancy occurs, and the effectiveness of the nomination process, including whether that process enhances the Board’s diversity, is evaluated each time a candidate is considered. The Nominating and Corporate Governance Committee also is responsible for reviewing the qualifications of, and making recommendations to the Board of Directors for, Director nominations submitted by our shareholders. All Director nominees are evaluated in the same manner by the Nominating and Corporate Governance Committee, without regard to the source of the nominee recommendation.

The Nominating and Corporate Governance Committee also plans for Director succession. The Committee regularly reviews the size of the Board and whether any vacancies are expected due to retirement, refreshment or otherwise. The Nominating and Corporate Governance Committee seeks to maintain an appropriate mix of newer Directors who bring fresh perspectives with longer-tenured Directors who have deep knowledge of our global operations and long-term strategy. In the event that vacancies are anticipated or otherwise arise, the Committee considers potential Director candidates in accordance with the factors and criteria outlined above.

The Nominating and Corporate Governance Committee’s charter is available on the Corporate Governance section of our website atwww.timken.com/about/governance-documentshttps://investors.timken.com/corporate-governance/documents/.

Our code of business conduct and ethics, called the “Standards of Business Ethics,” and our corporate governance guidelines, called the “Board of Directors General Policies and Procedures,” are reviewed annually by the Nominating and Corporate Governance Committee as appropriate and are available on the Corporate Governance section of our website atwww.timken.com/about/governance-documentshttps://investors.timken.com/corporate-governance/documents/.

Shareholder-Recommended Director Candidates

Director candidates recommended by our shareholders will be considered by the Nominating and Corporate Governance Committee in accordance with the criteria outlined above. In order for a shareholder to submit a recommendation, the shareholder must deliver a communication by registered mail or in person to the Nominating and Corporate Governance Committee, c/o The Timken Company, 4500 Mt. Pleasant Street NW, North Canton, Ohio 44720. Such communication should include the proposed candidate’s qualifications, any relationship between the shareholder and the proposed candidate, and any other information that the shareholder considers useful for the Nominating and Corporate Governance Committee to consider in evaluating such candidate.

Shareholder-Nominated Director Candidates

Our Amended Regulations provide a “proxy access” right to permit any shareholder or a group of up to 20 shareholders owning 3% or more of the voting power entitled to vote in the election of Directors continuously for at least three years to nominate and include in our proxy materials Director nominees for election to the Board. A shareholder or shareholders, as applicable, can nominate up to the greater of (i) 20% of the total number of Directors on the Board, rounding down to the nearest whole number, and (ii) two Directors in accordance with the requirements set forth in our Amended Regulations. Under our Amended Regulations, requests to include shareholder-nominated candidates for Director in our proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that we issued our Proxy Statement for the previous year’s annual meeting of shareholders. Requests to include shareholder-nominated candidates for Director in our proxy materials related to the 20202023 Annual Meeting of Shareholders must be delivered by certified mail, return receipt requested, to our CorporateVice President, General Counsel & Secretary, c/o The Timken Company, 4500 Mt. Pleasant Street NW, North Canton, Ohio 44720, no earlier than October 24, 201919, 2022 and no later than November 23, 201918, 2022 in order to be timely. The  summary of this “proxy access” right set forth above is qualified in its entirety by our Amended Regulations.

Corporate Governance and Social Responsibility Highlights

The Nominating and Corporate Governance Committee regularly reviews trends and recommends best practices, initiates improvements, and plays a leadership role in maintaining the Company’s strong corporate governance structure and practices. AmongThe below table details the practices the Nominating and Corporate Governance Committee believes demonstrate the Company’s commitment to strong corporate governance areand additional information about the following:Company’s corporate governance structure and practices can be found in the Board of Directors General Policies and Procedures, our Amended Regulations and our Amended Articles of Incorporation.

In 2021, we continued to expand upon our Amended RegulationsCSR program and further detailed our Amended Articlesefforts to support our stakeholders as a socially responsible corporation. Our CSR program is guided by our core values of Incorporation.

In consideration of our efforts, we were named one of the World’s Most Ethical Companies^® by Ethisphere^® Institute for the eleventh time, among America’s Most Responsible Companies by Newsweek and Statista and one of America’s Best Employers, America’s Best Employers for New Graduates and America’s Best Employers for Women by Forbes in 2021.

For more information regarding our corporate social responsibility program, please see our most recent corporate social responsibility report available on our website at https://www.timken.com/ corporate-social-responsibility/.

Shareholder Engagement in 2021

Risk Oversight

The Board of Directors primarily relies on its Audit Committee for oversight of the Company’s risk management. The Audit Committee regularly reviews issues that present particular risks to the Company, including those involving competition, customer demands,competition; economic conditions,conditions; planning strategy, finance,and strategy; finance; sales and marketing,marketing; product technology innovation,and innovation; information technology and cybersecurity,cybersecurity; facilities, operations and operations, supply chain,chain; environmental, health and safety; product warrantywarranty; talent management; and legalother matters. The full Board and other Committees also reviewsreview certain of these issues as appropriate. The Board believes that this approach, supported by our leadership structure, provides appropriate checks and balances against undue risk taking.

Shareholder Communications

Shareholders or interested parties may send communications to the Board of Directors, to any standing committee of the Board, or to any Director, in writing c/o The Timken Company, 4500 Mt. Pleasant Street NW, North Canton, Ohio 44720. Shareholders or interested parties also may submit questions, concerns or reports of misconduct through the Timken Helpline at1-800-846-5363 and may remain anonymous. Such communications may be reviewed by the office of the CorporateVice President, General Counsel & Secretary to ensure appropriate and careful review of the matter.

BENEFICIAL OWNERSHIP OF COMMON SHARES

The following table shows, as of January 1, 2019,2022, the beneficial ownership of our common shares by each Director, nominee for Director and executive officer named in the 20182021 Summary Compensation Table on page 4958 of this Proxy Statement, and by all Directors, nominees for Director and executive officers as a group. Beneficial ownership of our common shares has been determined for this purpose in accordance with Rule13d-3 under the 1934 Act and is based on the sole or shared power to vote or direct the voting or to dispose or direct the disposition of our common shares. Beneficial ownership as determined in this manner does not necessarily bear on the economic incidents of ownership of our common shares.

* Percent of class is less than 1%.

The following table gives information known to us about each beneficial owner of more than 5% of our common shares as of January 1, 2019,2022, unless otherwise indicated below:

There are no voting agreements or other arrangements among the members of the Timken family regarding the 9,639,373 common shares and, accordingly, the members of the Timken family shall not be deemed a “group” for purposes of Rule13d-3 under the 1934 Act with respect to such shares. Accordingly, each member of the Timken family disclaims beneficial ownership of any of our common shares as to which such member does not have sole or shared voting or investment power.

PROPOSAL NO. 2: SHAREHOLDER ADVISORY VOTE TOAPPROVAL, ON AN

APPROVEADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICER

COMPENSATION

We believe that our compensation programs for our named executive officers:

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the 1934 Act, we are asking you to approve, on an advisory(non-binding) basis, the following resolution at our 20192022 Annual Meeting of Shareholders:

RESOLVED, that the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.

As an advisory vote, this resolution is not binding on us. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers. We currently are conducting this advisory vote, commonly known as a“say-on-pay” vote, every year and expect to hold the nextsay-on-pay vote in connection with our 20202023 Annual Meeting of Shareholders.