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NYSE: TKR TIMKEN CO 8-K

Timken appoints Stephen Ribaudo as COO, creates Chief Commercial Officer role

Filed July 31, 2026 · Period ending July 29, 2026 · ~1 min read

4 key changes 1 high relevance 1 section

Key Changes

  • high

    Stephen P. Ribaudo, 41, appointed Executive Vice President and Chief Operating Officer effective September 1, 2026. Most recently served as SVP and GM of Commercial HVAC Americas at Carrier Global since April 2026.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Timothy A. Graham appointed Executive Vice President and Chief Commercial Officer, effective upon Ribaudo's start date. Will lead enterprise-wide commercial strategy, marketing, and sales execution across all regions.

    Item 8.01 — Other Events verify on EDGAR →
  • medium

    Ribaudo's compensation: $670,000 base salary, 80% target annual incentive, $1.794M equity grant (time-based and performance RSUs), $250,000 sign-on, and $1M make-whole RSU award vesting over three years.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • low

    Severance agreement provides 1x base plus target incentive for pre-change-in-control terminations, 2x for terminations within two years post-change-in-control, plus benefits continuation.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Timken created a new Chief Operating Officer position and appointed Stephen Ribaudo, a 41-year-old executive from Carrier Global, to fill it effective September 1, 2026. The move represents a structural change in how the company manages operations, adding a layer between the CEO and business units.

Concurrent with Ribaudo's arrival, Timothy Graham will step into a newly created Chief Commercial Officer role to lead sales strategy and execution across all regions. The compensation package is competitive for a COO hire at a industrial manufacturer: $670,000 base, 80% target bonus, and nearly $1.8 million in equity for 2026.

The $250,000 sign-on and $1 million make-whole award are standard for recruiting senior executives who forfeit unvested compensation at their prior employer. Ribaudo's background is in commercial HVAC and aerospace components at Carrier and Collins, bringing outside industrial experience to a company historically led by bearing and power transmission specialists. The dual appointments suggest Timken is separating operational execution (COO) from commercial strategy (Chief Commercial Officer), a structure that can clarify accountability but also adds coordination complexity.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~800 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Added COO equity compensation medium

Added in current filing · verify on EDGAR →

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)

Ribaudo will participate in the long-term equity incentive program with a target award of at least $1,794,000 for 2026. The grant includes time-based RSUs vesting ratably over four years and performance-based RSUs for the 2026-2028 period on terms similar to other executives.

Show 1 minor / wording change
Added COO severance terms low

Added in current filing · verify on EDGAR →

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).

Ribaudo will enter into a severance agreement providing one times base salary plus target annual incentive for qualifying terminations before a change in control, and two times base salary plus target annual incentive for qualifying terminations within two years after a change in control, plus medical benefits and outplacement services. The severance is subject to a release of claims and compliance with confidentiality and non-competition covenants.

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 3, 2026 · How we verify