STOCK TITAN

The Timken Company (NYSE: TKR) hires Stephen Ribaudo as new COO

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Timken Company’s board appointed Stephen P. Ribaudo as Executive Vice President and Chief Operating Officer, effective September 1, 2026. Ribaudo, 41, joins from Carrier Global Corporation, where he held senior leadership roles in Commercial HVAC Americas and global operations, and previously served at Collins Aerospace.

His compensation includes a $670,000 base salary, an annual bonus targeted at 80% of salary starting in 2026, and long-term equity incentives with a first-year target of at least $1,794,000, plus a $250,000 cash sign-on bonus and a $1,000,000 make-whole RSU award. A Severance Agreement provides one times salary plus target bonus for qualifying terminations before a change in control, and two times after a change in control, along with continued benefits. Upon his start, Timothy A. Graham will become Executive Vice President and Chief Commercial Officer, leading enterprise-wide commercial strategy and sales execution.

Positive

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Negative

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Filing Explained

The severance arrangement is not yet a finalized agreement: the filing says Stephen P. Ribaudo will enter one in a form and substance still subject to approval by the Board or an applicable Board committee.

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.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Base salary $670,000 per year Annual base salary for Stephen P. Ribaudo as EVP and COO
Short-term incentive target 80% of earned annual base salary Target annual bonus opportunity starting with 2026
Long-term equity incentive target at least $1,794,000 Aggregate target award opportunity for first year’s grant beginning 2026
Cash sign-on payment $250,000 One-time cash sign-on payment to Stephen P. Ribaudo
Make-whole RSU award $1,000,000 Time-based RSU award vesting in one-third amounts over three years
Severance multiple after change in control 2x base salary plus target annual incentive Cash severance for qualifying termination within two years after a change in control
restricted stock units financial
"time-based restricted stock units (“RSUs”) that generally vest ratably"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based RSUs financial
"plus target performance-based RSUs for the 2026-2028 performance period"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
Severance Agreement financial
"will also enter into a Severance Agreement with the Company"
change in control financial
"qualifying termination within two years after a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
non-competition regulatory
"compliance with customary confidentiality, non-competition and other restrictive covenants"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

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FAQ

What executive leadership change did The Timken Company (TKR) announce?

The Timken Company appointed Stephen P. Ribaudo as Executive Vice President and Chief Operating Officer, effective September 1, 2026. He joins from Carrier Global Corporation, bringing experience in Commercial HVAC and aerospace-related operations leadership roles.

What is Stephen P. Ribaudo’s compensation package at Timken (TKR)?

Stephen P. Ribaudo will receive a $670,000 base salary, an annual bonus targeted at 80% of salary, long-term equity incentives with at least $1,794,000 first-year target value, a $250,000 cash sign-on bonus and a $1,000,000 make-whole RSU award.

How is Stephen P. Ribaudo’s equity compensation at Timken (TKR) structured?

Equity compensation includes time-based restricted stock units (RSUs) vesting over four years and performance-based RSUs for the 2026–2028 performance period, on substantially the same terms as similar awards granted to other executive officers of the company.

What severance protections will Stephen P. Ribaudo have at Timken (TKR)?

Under a Severance Agreement, a qualifying termination before a change in control yields cash equal to one times salary plus target bonus; within two years after a change in control, this increases to two times, plus continued medical benefits and outplacement services.

What role will Timothy A. Graham assume at The Timken Company (TKR)?

Effective when Stephen P. Ribaudo starts, Timothy A. Graham will become Executive Vice President and Chief Commercial Officer, leading enterprise-wide commercial strategy, marketing, sales excellence, and overseeing sales execution and revenue growth across the company’s regions.
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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): July 29, 2026

 

THE TIMKEN COMPANY

(Exact Name of Registrant as Specified in Charter)

 

Ohio

(State or Other Jurisdiction
of Incorporation)

 

1-1169

(Commission

File Number)

 

4500 Mt. Pleasant St. NW

North Canton, Ohio

(Address of Principal

Executive Offices)

 

34-0577130

(IRS Employer

Identification No.)

 

44720-5450

(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 July 29, 2026, the Board of Directors (the “Board”) of The Timken Company (the “Company”) appointed Stephen P. Ribaudo to the position of Executive Vice President and Chief Operating Officer of the Company effective as of September 1, 2026. Mr. Ribaudo, age 41, has served as Senior Vice President and General Manager of Commercial HVAC Americas of Carrier Global Corporation (“Carrier”), a global leader in heating, ventilation, and air conditioning and refrigeration, since April 2026. Prior to such role, he held positions with Carrier as Vice President and General Manager of Commercial HVAC Americas from August 2023 to April 2026, and Vice President, Global Operations for Fire & Security of Carrier from March 2022 to August 2023. Prior to his roles with Carrier, Mr. Ribaudo served as Executive Director, Wheel & Brake Operations at Collins Aerospace, an aviation and defense technology company, from September 2020 to March 2022.

 

Mr. Ribaudo will receive the following compensation in connection with his service as Executive Vice President and Chief Operating Officer of the Company: (1) base salary at the rate of $670,000 per year; (2) beginning with 2026, participation in the Company’s annual short-term incentive compensation program for executive officers, with a target award opportunity equal to 80% of his earned annual base salary and award achievement based on actual performance (with the payout for 2026 calculated as if Mr. Ribaudo had been employed by the Company starting on January 1, 2026); (3) beginning with 2026, participation in the Company’s annual long-term equity incentive compensation program for executive officers, with an aggregate target award opportunity equal to at least $1,794,000 for the first year’s grant (the 2026 grant will be comprised of time-based restricted stock units (“RSUs”) that generally vest ratably in annual amounts on the first four anniversaries of the date of grant, plus target performance-based RSUs for the 2026-2028 performance period on substantially the same terms as similar awards made to other Company executives for that performance period); (4) participation in the Company’s other standard benefits and perquisites for its executive officers; (5) a cash “sign-on” payment of $250,000; and (6) a $1,000,000 “make-whole” time-based RSU award that will generally vest in one-third amounts on each of the first three anniversaries of the date of grant.

 

Mr. Ribaudo will also enter into a Severance Agreement (the “Severance Agreement”) with the Company, in form and substance to be approved by the Board or an applicable committee of the Board. In general, the Severance Agreement will provide for severance payments, continued medical, dental and vision coverage for a specified period of time, a prorated annual incentive for the year of termination and certain other benefits as described in the Severance Agreement. Generally, if Mr. Ribaudo experiences a qualifying termination prior to a change in control of the Company, he will receive cash severance equal to the sum of his base salary plus his target annual incentive (plus continued participation for up to one year in the Company’s medical, dental, and vision plans and outplacement benefits on terms not less favorable than those in effect for actively employed key employees of the Company), and if Mr. Ribaudo experiences a qualifying termination within two years after a change in control of the Company, he will receive cash severance equal to two times the sum of his base salary plus his target annual incentive (plus up to two years of continued medical, dental and vision coverage and outplacement benefits). Mr. Ribaudo’s participation under the Severance Agreement is generally subject to a customary release of claims in favor of the

 

 

 

Company and his compliance with customary confidentiality, non-competition and other restrictive covenants.

 

Further, Mr. Ribaudo is expected to execute the Company’s standard Non-Disclosure, Restrictive Covenant, and Assignment Agreement, containing certain other confidentiality, non-competition and non-solicitation covenants, and the Company’s standard indemnification agreement for officers.

 

Item 8.01.Other Events.

 

Effective upon Mr. Ribaudo’s start of employment with the Company, Timothy A. Graham will be appointed to the position of Executive Vice President and Chief Commercial Officer. Mr. Graham will lead enterprise-wide commercial strategy, marketing and commercial sales excellence, including oversight of sales execution and revenue growth in each of the regions.

 

 

 

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
and Corporate Development
Date: July 31, 2026    

 

 

 

Filing Exhibits & Attachments

3 documents