Megan Renee Lanzarotta filed an initial Form 3 reporting direct ownership of 1,560 shares of Timken Company (TKR) common stock and beneficial ownership of 2,761 restricted share units (RSUs) that convert to common stock on specified vesting dates between 02/10/2026 and 12/31/2029. The RSUs include performance-based awards vesting through 12/31/2027 and time-based tranches that vest 25% per year from their grant dates.
Michael Anthony Discenza filed a Form 3 reporting initial beneficial ownership in The Timken Company (TKR). He directly owns 15,748 common shares and holds a mix of employee stock options and restricted share units that vest through 2029, including options for 7,900 underlying shares and RSUs totaling 9,263 scheduled across various vesting and performance periods.
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.
Q2 FY25 snapshot (ended 30 Jun 25): Net sales $1.173 B, down 0.8% YoY; operating income $147.8 M, -12%; GAAP diluted EPS $1.12, -18%. Engineered Bearings contributed $777 M; Industrial Motion $396 M. Adjusted EBITDA slipped to $226 M (19.3% margin) from $246 M.
Year-to-date: Revenue $2.314 B (-2.5%); EPS $2.23 (-21%). Operating cash flow $169.9 M; capex $68.3 M, generating ~$102 M free cash flow (up YoY). Cash climbed to $419 M; no borrowings on the $750 M revolver. Total debt rose to $2.16 B after issuance of €600 M 4.13% 2034 notes; net leverage still within covenants.
Equity increased to $3.09 B as FX translation gains cut AOCI losses by $202 M. Company returned $95 M to shareholders (buybacks $46 M, dividends $50 M); shares outstanding 69.6 M.
Operating actions: CEO Tarak Mehta exited 31 Mar 25; former CEO Richard Kyle is interim. Hiddenite, NC bearing plant and Fort Scott, KS belts plant are being closed; YTD impairment/restructuring charges $13.8 M, with total closure costs estimated at $17-21 M. Effective tax rate Q2 26.4% vs 26.0% prior year. No guidance was issued.