Timken appoints Michael Discenza as new CFO

The Timken Company reported that its Board appointed Michael A. Discenza as Vice President and Chief Financial Officer effective August 14, 2025, succeeding Philip D. Fracassa, who will remain with the company until September 5, 2025.

Rhea-AI Filing Summary

The Timken Company reported that its Board appointed Michael A. Discenza as Vice President and Chief Financial Officer effective August 14, 2025, succeeding Philip D. Fracassa, who will remain with the company until September 5, 2025. The company stated that Mr. Fracassa is leaving to pursue another opportunity and that his departure is not related to any financial or accounting issue or disagreement with the Board or the company.

Mr. Discenza has more than 25 years of finance and accounting experience at Timken and most recently served as Vice President – Finance & Group Controller. His CFO compensation includes a base salary of $500,000 per year, eligibility for an annual short-term incentive with a target of 70% of base salary, and beginning in 2026, participation in the long-term equity incentive program with a first-year target grant date value of about $1.1 million. He will also receive standard executive benefits, a severance agreement providing one times salary and incentive pay for certain terminations before a change in control and one and a half times after a change in control, and he is subject to the company’s standard confidentiality, non-competition, non-solicitation, and indemnification agreements.

Insights

Corporate governance and compensation analyst

Timken names an internal successor as CFO with standard executive pay and protections.

The company is transitioning its Chief Financial Officer role from Philip D. Fracassa to longtime finance executive Michael A. Discenza, effective August 14, 2025. The filing explicitly notes that Mr. Fracassa’s departure is to pursue another opportunity and is not related to financial or accounting issues, which points to a planned leadership change rather than a problem-driven exit.

The compensation package for Mr. Discenza aligns with typical large industrial executive structures: a $500,000 base salary, a short-term incentive targeted at 70% of base salary (pro-rated for 2025), and starting in 2026, long-term equity incentives targeted at about $1.1 million in grant date value. The severance agreement provides one times salary and incentive pay for qualifying terminations before a change in control and one and a half times within two years after a change in control, which is a standard double-trigger style design. Overall, this looks like a routine internal promotion and compensation alignment rather than a materially thesis-changing event.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did The Timken Company (TKR) announce in this 8-K?

The Timken Company announced that its Board appointed Michael A. Discenza as Vice President and Chief Financial Officer effective August 14, 2025, replacing Philip D. Fracassa, who will remain with the company until September 5, 2025.

Why is former CFO Philip D. Fracassa leaving The Timken Company (TKR)?

The filing states that Philip D. Fracassa is leaving The Timken Company to pursue another opportunity and that his departure was not the result of any financial or accounting issue or disagreement with the Board or the company on such matters.

What is the new CFO Michael A. Discenza’s background at The Timken Company (TKR)?

Michael A. Discenza, age 54, has over 25 years of experience with The Timken Company in finance and accounting roles. He has served as Vice President – Finance & Group Controller since October 2022 and previously served as Vice President & Group Controller from March 2018 to October 2022. He holds bachelor’s and master’s degrees in economics from The University of Akron and is a certified management accountant.

What is the base salary and bonus target for the new CFO of The Timken Company (TKR)?

As CFO, Michael A. Discenza will receive a base salary of $500,000 per year and will participate in the annual short-term incentive program for executive officers with a target award equal to 70% of his earned annual base salary, with the 2025 bonus calculated on a pro-rata basis.

How will The Timken Company (TKR) compensate its new CFO with long-term equity incentives?

Beginning with 2026, Michael A. Discenza will participate in the company’s annual long-term equity incentive compensation program for executive officers, with a first-year target opportunity grant date value of approximately $1.1 million.

What severance protections does the new CFO of The Timken Company (TKR) receive?

Michael A. Discenza will enter into a standard Severance Agreement that, for a qualifying termination before a change in control, provides a cash severance payment equal to one times his base salary and incentive pay, and for a qualifying termination within two years after a change in control, provides a cash severance payment equal to one and a half times his base salary and incentive pay, along with continued medical, dental, and vision coverage and other benefits described in the agreement.

What restrictive covenants apply to the new CFO of The Timken Company (TKR)?

Michael A. Discenza has entered into The Timken Company’s standard Non-Disclosure, Restrictive Covenant, and Assignment Agreement, which includes confidentiality, non-competition, and non-solicitation covenants, as well as the company’s standard indemnification agreement for officers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/15/2025 - 06:46 AM Learn about SEC filing dates

0000098362false00000983622025-08-142025-08-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2025

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Commission file number: 1-1169

Ohio									34-0577130
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
4500 Mount Pleasant Street NW
North Canton			Ohio						44720-5450
(Address of principal executive offices)									(Zip Code)

234.262.3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, without par value

TKR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2025, The Timken Company (the “Company”) announced that its Board of Directors (the “Board”) appointed Michael A. Discenza to the position of Vice President and Chief Financial Officer (“CFO”) of the Company effective immediately (the “Appointment Date”) to replace Philip D. Fracassa, former Executive Vice President and Chief Financial Officer, who will remain with the Company until September 5, 2025. Mr. Fracassa’s departure from the Company is to pursue another opportunity and was not a result of any financial or accounting issue or disagreement with the Board or Company on any such matter.

Mr. Discenza, age 54, has served as Vice President – Finance & Group Controller at the Company since October 2022 and has over 25 years of experience with the Company in various roles of increasing responsibility within the finance and accounting functions. Prior to his most recent role, Mr. Discenza was Vice President & Group Controller from March 2018 to October 2022. He holds bachelor’s and master’s degrees in economics from The University of Akron and is a certified management accountant.

The Compensation Committee (the “Committee”) of the Board approved the below compensation elements for Mr. Discenza in connection with his appointment to CFO of the Company:

•Base salary at the rate of $500,000 per year.

•Participation in the Company’s annual short-term incentive compensation program for executive officers, with a target award equal to 70% of his earned annual base salary and with payment based on actual performance (with the 2025 bonus calculated on a pro-rata basis).

•Beginning with 2026, participation in the Company’s annual long-term equity incentive compensation program for executive officers, with a target opportunity grant date value equal to approximately $1.1 million for the first year’s grant.

•Participation in the Company’s other standard benefits and perquisites for its executive officers.

Mr. Discenza will enter into a revised Severance Agreement on the Company’s standard form (the “Severance Agreement”) that will provide for a severance payment, continued medical, dental and vision coverage, and other benefits more fully described in the Severance Agreement. Generally, if Mr. Discenza experiences a qualifying termination prior to a change in control of the Company, he will receive a cash severance payment equal to one times his base salary and incentive pay, and if Mr. Discenza experiences a qualifying termination within two years after a change in control of the Company, he will receive a cash severance payment equal to one and a half times his base salary and incentive pay.

Mr. Discenza has already entered into the Company’s standard Non-Disclosure, Restrictive Covenant, and Assignment Agreement, containing certain confidentiality, non-competition and non-solicitation covenants, and the Company’s standard indemnification agreement for officers.

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
By:			/s/ Hansal N. Patel
			Hansal N. Patel
			Executive Vice President, General Counsel & Secretary
Date: August 15, 2025