NOTICE OF 20152017 ANNUAL MEETING OF SHAREHOLDERS

The 20152017 Annual Meeting of Shareholders of TimkenSteel Corporation will be held on Wednesday,Tuesday, May 6, 2015,2, 2017, at 10:00 a.m. local time, at 1835 Dueber Avenue, S.W., Canton, Ohio 44706, to consider and act on the following matters:

Shareholders of record of common shares of TimkenSteel Corporation at the close of business on February 13, 2015,March 1, 2017, are entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE 20152017 ANNUAL MEETING OF SHAREHOLDERS IN PERSON, 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.

Important Notice Regarding the Availability of Proxy Materials for the 20152017 Annual Meeting of Shareholders to be held on May 6, 2015: 2, 2017: This Proxy Statement and our 20142016 Annual Report to Shareholders are available free of charge on the following website:www.ReadMaterial.com/TMST.TMST. Directions to the Annual Meeting may be obtained on the investor page on our website athttp://investors.timkensteel.com.investors.timkensteel.com.

TIMKENSTEEL CORPORATION

PROXY STATEMENT

QUESTIONS & ANSWERS

WHAT IS THE PURPOSE OF THIS PROXY STATEMENT?

This Proxy Statement and the accompanying proxy card are being made available to shareholders beginning on or about March 20, 2015,23, 2017, in connection with the Company’s solicitation of proxies for the 20152017 Annual Meeting of Shareholders to be held on May 6, 2015,2, 2017, at 10:00 a.m. local time at the corporate offices of the Company at 1835 Dueber Ave. S.W., Canton, Ohio 44706, and at any adjournments and postponements thereof, for the purpose of considering and acting upon the matters specified in the foregoing Notice.

WHAT IS A PROXY?

A proxy is your legal appointment of another person to vote the shares that you own in accordance with your instructions. The person you appoint to vote your shares is also called a proxy. On the proxy card, you will find the names of the persons designated by the Company to act as proxies to vote your shares at the Annual Meeting. The designated proxies are required to vote your shares in the manner you instruct.

WHO CAN VOTE?

Record holders of TimkenSteel Corporation common stock at the close of business on February 13, 2015,March 1, 2017 (the “Record Date”) are entitled to vote at the meeting. Shareholders are entitled to one vote for each full share held on the Record Date. On that date, there were 44,725,41144,370,950 of our common shares outstanding.

HOW DO I VOTE?

Registered Holders. If your shares are registered in your name, you may vote in person at the meeting or by proxy. If you decide to vote by proxy, you may do so in anyONE of the following three ways:

By telephone. After reading the proxy materials, you may call the toll-free number 1-888-693-8683, using a touch-tone telephone.1-888-693-8683. You will be prompted to enter your Control Number, which you can find on your Notice of Internet Availability or your proxy card. This number will identify you and the Company. Then you can follow the simple instructions that will be given to you to record your vote. Telephone voting will be available throughuntil 6:00 a.m. EDT on May 6, 2015.2, 2017.

Over the Internet. After reading the proxy materials, you may use a computer to access the website www.cesvote.com.www.cesvote.com. You will be prompted to enter your Control Number, which you can find on your Notice of Internet Availability or your proxy card. This number will identify you and the Company. Then you can follow the simple instructions that will be given to you to record your vote. Internet voting will be available throughuntil 6:00 a.m. EDT on May 6, 2015.2, 2017.

By mail. After reading the proxy materials, you may vote your shares by marking, signing, dating and returning your proxy card to the Company’s tabulation agent, Corporate Election Services, Inc. (“Corporate Election Services” or “CES”), in the postage-paid envelope provided, or return it to Corporate Election Services, P.O. Box 3200, Pittsburgh, PA 15230. Proxy cards returned by mail must be received by CES by 6:00 a.m. EDT on May 6, 2015,2, 2017, in order for your vote to be recorded.

The Internet and telephone voting procedures have been set up for your convenience and have been designed to authenticate your identity, allow you to give voting instructions and confirm that those instructions have been recorded properly.

Whether you choose to vote in person, by telephone, over the Internet or by mail, you can specify whether your shares should be voted for all, some or none of the nominees for Director. You also can also specify whether you want to vote for or against, or abstain from voting on, the ratification of

the selection of our independent auditor and the approval, on an advisory approvalbasis, of the compensation of the Company’s named executive officers, the approval of the TimkenSteel Corporation Amended and Restated Senior Executive Management Performance Plan and the approval of the material terms for qualified performance-based compensation under the TimkenSteel Corporation 2014 Equity and Incentive Compensation Plan. Finally,officers.

Shares represented by properly executed proxy cards, online instructions, or telephone instructions will be voted as you can also specify the frequency with which you prefer the Company to conduct advisory votes to approve the compensation of the Company’s named executive officers.

direct. If you sign, date and return yourprovide a properly-executed proxy card or properly-submitted online or telephone instructions but do not specify how you want to vote your shares, your shares will be voted according to the Board’s recommendations as set forth below and, as to any other business as may be properly brought before the 20152017 Annual Meeting of Shareholders and any adjournments or postponements thereof, in the discretion of the proxy holders:

401(k) Plan Participants.If you participate in a 401(k) plan sponsored by the Company, including the TimkenSteel Corporation Savings and Investment Pension Plan, the TimkenSteel Corporation Voluntary Investment Pension Plan, or the TimkenSteel Corporation Savings Plan for Certain Bargaining Employees, any shares held for your account in the TimkenSteel Stock Fund of the plan will be voted by the Trustee for the plan, Great West FinancialEmpower Retirement, Plan Services, LLC, according to confidential voting instructions provided by you. You may give your voting instructions to the plan Trustee in anyONE of the three ways set forth above; however, your voteinstructions must be received no later than 6:00 a.m. EDT on May 4, 2015.April 28, 2017. If you do not provide timely voting instructions, your shares will be voted by the Plan Trustee in the same proportion as it votes Plan shares for which it did receive timely instructions.

Beneficial Owners/Nominee Shares. If your shares are held by a broker, bank, trustee or some other nominee, that entity will give you information on how you can vote your shares. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote. Your broker, bank or nominee will provide you with a voting instruction card or some other means for you to use in directing the broker, bank or nominee regarding how to vote your shares. If you do not provide the broker, bank or other nominee with your voting instructions, the broker, bank or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable New York Stock Exchange rules, brokers have the discretion to vote only on any matters deemed by the New York Stock Exchange to be routine, such as the ratification of the selection of the Company’s independent auditor (Proposal 2 of this Proxy Statement). All other matters identified above (Proposals 1 3, 4, 5 and 63 of this Proxy Statement), are not considered to be routine matters and your broker will not have discretion to vote on those matters. If you do not provide voting instructions to your broker, your shares will not be voted on any matter for which your broker does not have discretionary authority. When the broker does not vote on a proposal because it is anon-routine item and the broker’s customer has not provided voting instructions, this is referred to as a “brokernon-vote.”

In Person Voting. Registered shareholders and beneficial owners of shares held in street name also may vote in person at the Annual Meeting. If you are a registered shareholder and attend the meeting,

you may deliver your completed proxy card in person. Additionally, written ballots will be available for any shareholder who wishes to vote in person at the meeting. Beneficial owners of shares held in street name who wish to vote at the meeting will need to obtain a legal proxy from the institution that holds their shares as record owner.

MAY I CHANGE MY VOTE?

You may change your vote after you submit your proxy card by:

WHO COUNTS THE VOTES?

Corporate Election Services will be responsible for tabulating the results of shareholder voting. CES will submit a total vote only, keeping all individual votes confidential. Representatives of CES will serve as inspectorsthe inspector of election for the 20152017 Annual Meeting of Shareholders.

WHAT IS A “QUORUM”?

A quorum is necessary to hold a valid meeting of shareholders. A quorum exists if the holders of record of shares entitled to exercise not less than 50% of the voting power of the Company in respect of any one of the purposes for which the meeting is called are present in person or by proxy. If you vote – including by Internet, telephone, or proxy card – your shares will be counted towardstoward the quorum for the Annual Meeting. Withhold votes for election of Directors, proxies marked as abstentions, and brokernon-votes also are also treated as present for purposes of determining a quorum.

WHAT VOTE IS NECESSARY TO PASS THE ITEMS OF BUSINESS AT THE ANNUAL MEETING?

If a quorum is present at the Annual Meeting, the three nominees for election as Directors will be elected if they receive a plurality of the votes cast. If you vote, your shares will be voted for election of all of the Board’s Director nominees unless you give instructions to “withhold” your vote for one or more of the nominees. Withhold votes and brokernon-votes will not count either in favor of or against the election of a nominee.

The affirmative vote of a majority of the votes cast on the proposal is required for Proposal 2, ratification of the selection of Ernst & Young LLP as the Company’s independent auditor; Proposal 5, approval of the TimkenSteel Corporation Amended and Restated Senior Executive Management Performance Plan; and Proposal 6, approval of the material terms for qualified performance-based compensation under the TimkenSteel Corporation 2014 Equity and Incentive Compensation Plan.auditor. In determining whether each of these proposalsthis proposal has received the affirmative vote of a majority of the votes cast on the proposal, abstentions and brokernon-votes are not considered votes cast and, therefore, will not count either in favor of or against athe proposal.

Shareholder votes

The shareholder vote on Proposal 3, the compensation of the Company’s named executive officers, and Proposal 4, the frequency with which such votes on named executive officer compensation will be conducted, areis advisory in nature and therefore not binding on the Company. Although the approval of named executive officer compensationthis is an advisory vote, the Board of Directors and the Compensation Committee will consider the affirmative vote of a majority of the votes cast on this proposal as approval of the compensation paid to the Company’s named executive officers. The vote on frequency is also advisory and the Board of Directors and the Compensation Committee will consider the frequency choice receiving the plurality of the votes cast as the shareholders’ selection of the frequency of advisory votes on named executive officer compensation.

HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?

The Company does not know of any business or proposals to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other business is properly brought before the meeting, the signedproperly submitted proxies received from you and other shareholders give the persons voting the proxies the authority to vote on the matter according to their judgment.

WHO IS SOLICITING PROXIES?

The enclosed proxy is being solicited by the Board of Directors of the Company, and the Company will pay the cost of the solicitation.

We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of $17,500, plus reasonableout-of-pocket expenses. Solicitations may be made by any means of communication. It is anticipated that the solicitations will consist primarily of requests to brokers, banks, trustees, nominees and fiduciaries to forward the soliciting material to the beneficial owners of shares held of record by those persons. The Company will reimburse brokers and other persons holding shares for others for their reasonable expenses in sending soliciting material to the beneficial owners.

In addition, certain officers and other employees of the Company may, without extra remuneration, solicit the return of proxies. Solicitations may be made by any means of communication, including by telephone, letter, personal visit, facsimile, electronic mail or other electronic means.

WHEN ARE SHAREHOLDER PROPOSALS DUE FOR THE NEXT ANNUAL MEETING?

We must receive by November 21, 2015,23, 2017, any proposal of our shareholders intended to be presented at the 20162018 Annual Meeting of Shareholders and to be included in our proxy materials related to the 20162018 Annual Meeting of Shareholders pursuant to Rule14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”). Such proposals should be submitted by certified mail, return receipt requested.

A shareholder submitting a proposal outside the processes of Rule14a-8 in connection with the 20162018 Annual Meeting of Shareholders (“Non-Rule 14a-8(“Non-Rule14a-8 Proposals”) must submit written notice of such proposal in accordance with Article I, Sections 12 and 14 of our Code of Regulations. In general, to be timely, a shareholder’s notice must be delivered to or mailed and received by our Secretary at our principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the date on which the Company held the preceding year’s Annual Meeting of Shareholders. If the date of the 20162018 Annual Meeting of Shareholders is scheduled for a date more than 30 days prior to or more than 30 days after the first anniversary of the 20152017 Annual Meeting of Shareholders, then a shareholder’s notice must be delivered to our Secretary at our principal executive offices not later than the close of business on the later of the 90th day prior to the 20162018 Annual Meeting of Shareholders or the 10th day following the day on which public announcement of the date of the 20162018 Annual Meeting of Shareholders is first made. Our proxy related to the 20162018 Annual Meeting of Shareholders will give discretionary authority to the proxy holders to vote with respect to all Non-Rule 14a-8Non-Rule14a-8 Proposals received by us after February 6, 2016.1, 2018.

HOW CAN A SHAREHOLDER OR OTHER INTERESTED PARTY COMMUNICATE WITH THE BOARD OF DIRECTORS?

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 TimkenSteel Corporation, Attn: Secretary, 1835 Dueber AvenueAve. S.W., Canton, Ohio 44706. Shareholders or interested parties also may submit questions, concerns or reports of misconduct through the TimkenSteel Helpline at1-855-754-2921 (anonymously, if so desired). Communications received may be reviewed by the office of the General Counsel to ensure appropriate and careful consideration of the matter.

PROPOSAL 1

ELECTION OF DIRECTORS

We presently have nineten members on our Board of Directors. Our Board is divided into three classes for purposes of election, with three-year terms of office ending in successive years.

The Board of Directors has nominated the following individuals for election as Directors at the 20152017 Annual Meeting of Shareholders, to serve for a term of three years expiring at the 20182020 Annual Meeting of Shareholders (or until their respective successors are elected and qualified): JosephRandall H. Edwards, Ward J. Timken, Jr. and Randall A. Carrabba, Phillip R. Cox and John P. Reilly.Wotring. Each of the nominees currently serves as a Director and has agreed to serve as a Directorcontinue his service if elected. Biographical information on each of the nominees and a description of their qualifications to serve as a Director, as well as similar information about the other Directors, is set forth on the pages that follow.

If any of the nominees is unable to stand for election, the Board of Directors may designate a substitute. Shares represented by proxies may be voted for the substitute but will not be voted for more than three nominees.

Directors are elected by a plurality of the votes cast. The three nominees receiving the greatest number of votes will be elected.

Pursuant to the Majority Voting Policy of the Board of Directors, any Director who receives a greater number of “withheld”“withhold” votes than votes “for” his or her election in an uncontested 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 contributions to the Board of Directors, as well as any reasons given by shareholders regarding 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 promptly disclose its decision, as well as the reasons for rejecting any tendered resignation, if applicable.

Holders of TimkenSteel common shares are entitled to cast one vote for each share held on the Record Date for the Annual Meeting for up to three nominees for Director. A shareholder may not cumulate his or her shares in voting for Director nominees. What this means is that, for example, a shareholder who owns 100 TimkenSteel common shares may vote 100 shares for each of three nominees. The shareholder may not, however, vote more than 100 shares for any one nominee, nor vote for more than three nominees.

Shares represented by proxy will be voted FOR these nominees unless you specify otherwise in your voting instructions.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES.

BOARD OF DIRECTORS

Set forth on the following pages is biographical information for each of the nominees for election and the other continuing Directors with unexpired terms of office, and a description of the skills and qualifications that led the Board to conclude that each such person should serve as a Director of the Company. All information is given as of February 13, 2015,March 1, 2017, unless otherwise indicated.

NOMINEES FOR ELECTION

TO SERVE A THREE-YEAR TERM EXPIRING AT THE 20182020 ANNUAL MEETING OF SHAREHOLDERS

Joseph A. CarrabbaRandall H. Edwards

Ward J. Timken, Jr.

Randall A. Wotring

CONTINUING DIRECTORS

Joseph A. Carrabba

Phillip R. Cox

Terry L. Dunlap

Donald T. Misheff

John P. Reilly

BOARD OF DIRECTORS INFORMATION

MEETINGS AND COMMITTEES

The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. During the period from the spinoff of the Company from The Timken Company (which was effective on June 30, 2014) through year-end 2014,2016 fiscal year, there were threeseven meetings of the Board of Directors, foureight meetings of its Audit Committee, twothree meetings of its Compensation Committee and twofour meetings of its Nominating and Corporate Governance Committee. All Directors attended 75% or more of the aggregate number of meetings of the Board and its committees on which they served. It is our policy that all members of the Board of Directors should attend the Annual Meeting of Shareholders, and we expect that all members will attend our firstDirectors were in attendance at the 2016 Annual Meeting on May 6, 2015.of Shareholders. The independent Directors met separately in executive session without management present at least quarterly in eachconjunction with regularly scheduled meetings of the Board meetings in 2014,2016, and intends to meet separately in executive sessions without management present at least quarterly in conjunction with regularly scheduled meetings of the Board of Directors in 20152017 and thereafter.

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 Donald T. Misheff (Audit Committee Chairman)Chairperson), Phillip R. Cox, John P. Reilly, Ronald A. Rice and Randall A. Wotring. 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 New York Stock Exchange and the rules of the SEC. Our Board of Directors also has determined that Donald T. Misheff qualifies as thean Audit Committee financial expert.

The Board of Directors as constituted before the spinoff of the Company from The Timken Company,has adopted a written Audit Committee charter, which wasis reviewed and amended by the Company’s Audit Committee after the spinoff.reassessed annually. A current copy of the Audit Committee charter is available on the Company’s website atwww.timkensteel.com and in print to any shareholder who requests a copy. All requests must be made in writing, addressed to TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706. The Audit Committee will review and reassess its charter annually.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management and our independent auditor the audited financial statements contained in our Annual Report on Form10-K for the fiscal year ended December 31, 2014.2016. The Audit Committee also has discussed with our independent auditor the matters required to be discussed pursuant to Statement onPCAOB Auditing StandardsStandard No. 16 “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.1301.

The Audit Committee has received and reviewed the written disclosure and the letter from our independent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, has discussed with our independent auditor such independent auditor’s independence, and has considered the compatibility ofnon-audit services with the auditor’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form10-K for the fiscal year ended December 31, 2014,2016, filed with the SEC.

Donald T. Misheff (Audit Committee Chairman)Chairperson)

Phillip R. Cox

John P. Reilly

Ronald A. Rice

Randall A. Wotring

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 Diane C. Creel (Compensation Committee Chairperson), Joseph A. Carrabba, Phillip R. Cox, Terry L. Dunlap, Ronald A. Rice and Randall A. Wotring. Our Board of Directors has determined that all members of the Compensation Committee are independent as defined in the listing standards of the New York Stock Exchange, and that no member of the Compensation Committee has any relationship to the Company that is material to his or her ability to be independent from management in connection with the duties of a member of the Compensation Committee. Each member of the Committee is also a “non-employee“non-employee director” for purposes of Section 16 of the Exchange Act, and is an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

The Compensation Committee has adopted a written charter, which was reviewed and assessed by the Compensation Committee in 2014 after the completion of the spinoff of the Company from The Timken Company, and will beis reviewed and reassessed annually going forward.annually. A current copy of the Compensation Committee charter is available on the Company’s website atwww.timkensteel.com and in print to any shareholder who requests a copy. All requests must be made in writing, addressed to TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706.

With the guidance and approval of the Compensation Committee, we have developed compensation programs for our executive officers, including the CEO and the other executive officers named in the Summary Compensation Table, that are intended to align the interests of our executives, shareholders and communities; reward executives for sustained, strong business and financial results; and enable us to attract, retain and motivate the best talent.

The agenda for meetings of the Compensation Committee is determined by its ChairmanChairperson with the assistance of the Vice President, Total Rewards and, through August 2016, the Executive Vice President, – Human Resources and Organizational Advancement. The meetings are regularly attended by the Chairman, CEO and President, the Executive Vice President - Human Resources and Organizational Advancement, the Executive Vice President and Chief Financial Officer, the Executive Vice President &and General Counsel, the Vice President, Organizational Advancement and Corporate Relations, the Vice President, Total Rewards. At each meeting,Rewards and, through August 2016, the Executive Vice President, Human Resources and Organizational Advancement. The Compensation Committee meets in executive session. Thesession at each of its meetings, and the Chairperson of the Compensation Committee reports the Committee’s actions regarding compensation of executive officers to the full Board of Directors. Our Human Resources and Organizational Advancement 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 orand executive officer compensation and the sole authority to approve the fees and other retention terms of any compensation consultants. The Compensation Committee has engaged Towers Watson,selected Meridian Compensation Partners, LLC, an independent executive compensation consultant, to serve as its compensation consultant. The Compensation Committee has engaged Meridian to analyze our executive compensation structure and plan designs, to assess whether the compensation program is competitive and supports the Compensation Committee’s goal to align the interests of executive officers with those of shareholders and, from time-to-time,time to time, to review the total compensation of Directors. Towers WatsonMeridian also provides market data directly to the Compensation Committee, which the Compensation Committee references when determining compensation for executive officers. Additional information regarding the Committee’s engagement of Towers Watson,Meridian, including a discussion of the Committee’s assessment of the independence of Towers Watson and fees paid to Towers Watson,Meridian, is available in the Compensation Discussion & Analysis under the caption “Role“Determining Compensation for 2016 – Role of the Compensation Consultant.”

As noted above, the Compensation Committee engaged Towers Watson in 2014 to review Director compensation, and intends to engage Towers Watson and/or other consultants periodically to conduct reviews of total Director compensation, to enable the Committee to recommend to the full Board of Directors changes in Director compensation that will enhance our ability to attract and retain qualified Directors.

The Compensation Committee also plays an active role in our executive officer succession planning process. The Compensation Committee meetsprocess by meeting regularly with senior management to ensure that an effective succession process is in place and to discuss potential successors for executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is, or was during fiscal 2014,2016, an officer or employee of the Company or was formerly an officer or employee of the Company. NoFurther, during fiscal 2016, no member of the Compensation Committee had a relationship that is required to be disclosed under SEC rules regarding related party transactions. Finally, no executive officer of the Company serves or served on the compensation committee or board of directors of any company where any member of the Compensation Committee of the TimkenSteel Corporation Board of Directors is, or was during fiscal 2014,2016, an executive officer.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) for the year ended December 31, 2014,2016, with our management. Following and based on the review and discussion referred to above, the Compensation Committee recommended to our Board of Directors, and our Board approved, the inclusion of the CD&A in our Annual Report on Form10-K for the fiscal year ended December 31, 2014,2016, and this Proxy Statement for filing with the SEC.

Diane C. Creel (Compensation Committee Chairperson)

Joseph A. Carrabba

Phillip R. Cox

Terry L. Dunlap

Ronald A. Rice

Randall A. Wotring

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. Members of the Nominating and Corporate Governance Committee are John P. Reilly (Nominating and Corporate Governance Committee Chairman)Chairperson), Joseph A. Carrabba, Diane C. Creel, Randall H. Edwards and Donald T. Misheff. 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 New York Stock Exchange.

Director candidates recommended by our shareholders will be considered in accordance with the criteria outlined below. 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 TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706. 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 would consider useful for the Nominating and Corporate Governance Committee to consider in evaluating such candidate.

A shareholder who wishes to nominate a person for election as a Director must provide written notice to our Secretary in accordance with the procedures specified in Article I, Sections 13 and 14 of our Code of Regulations. In general, to be timely, the written notice must be delivered and received by our Secretary at our principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the date on which the Company held the preceding year’s Annual Meeting of Shareholders. If the date of the Annual Meeting of Shareholders is scheduled for a date more than 30 days prior to or more than 30 days after the first anniversary of the preceding year’s Annual Meeting of Shareholders, then a shareholder’s notice must be delivered to our Secretary at our principal executive offices not later than the close of business on the later of the 90th day prior to the Annual Meeting of Shareholders or the 10th day following the day on which public announcement of the date of the Annual Meeting of Shareholders is first made. The notice must provide certain information required by the Code of Regulations, including but not limited to (a) biographical and share ownership information of the shareholder (and certain affiliates), (b) descriptions of any material interests of the shareholder (and certain affiliates) in the nomination and any arrangements between the shareholder (and certain affiliates) and another person or entity with respect to the nomination, (c) biographical and employment information of each nominee, and (d) a brief description of any arrangement or understanding between each individual proposed as a nominee and any other person pursuant to which the individual was selected as a nominee.

The Nominating and Corporate Governance Committee expects to utilize a variety of sources to identify possible Director candidates, including professional associations and Board member recommendations. In recommending candidates, the Nominating and Corporate Governance Committee considers the qualifications of candidates such as business experience and other attributes and skills, including high standards of integrity and ethical behavior, which qualify the candidate to serve as a Director of the Company in light of the Company’s business and structure. The Nominating and Corporate Governance Committee also may consider such other elements as it deems appropriate, consistent with the factors in the Company’s Corporate Governance Guidelines, 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 Nominating and Corporate Governance Committee also is responsible for reviewing the qualifications of, and making recommendations to the Board of Directors for,regarding, Director nominations submitted by our shareholders. The Committee will consider all potential candidates in the same manner regardless of the source of recommendation.

The Nominating and Corporate Governance Committee also plans for Director succession. The Committee will periodically review the appropriate size of the Board.Board and plans for Director succession. In the event that vacancies are anticipated, or otherwise arise, the Committee will consider potential Director candidates. As part of this process, the Committee will assess the skills and attributes of our Board as a whole and of each individual Director and evaluate whether prospective candidates possess complementary and supplementary skills and attributes that would strengthen our Board.

The Nominating and Corporate Governance Committee has adopted a written charter, which was reviewed and assessed by the Committee in 2014 after the completion of the spinoff of the Company from The Timken Company, and will beis reviewed and reassessed annually going forward.annually. A current copy of the Nominating and Corporate Governance Committee charter is available on the Company’s website atwww.timkensteel.com and in print to any shareholder who requests a copy. All requests must be made in writing, addressed to TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706.

DIRECTOR COMPENSATION

The compensation program under whichnon-employee Directors were compensated for their services as Directors during 2016 is summarized below. As noted previously, this program is reviewed periodically by the Board to ensure that Director compensation remains appropriate and competitive. In light of business conditions, in February 2016 the Board determined to reduce the Directors’ annual cash retainer from $80,000 to $65,000 and to reduce the targeted value of stock compensation from $120,000 to $105,000. For 2017, the Board has determined to continue the annual cash retainer at this reduced level but to restore the targeted value of stock compensation to $120,000.

CASH COMPENSATION

Eachnon-employee Director is paid at an annual rate of $80,000cash retainer for services as a Director. For 2016, the annual cash retainer paid to eachnon-employee Director was $65,000. An additional annual fee of $20,000 is paid to the Lead Director. In addition to base compensation,the annual retainer, the following annual fees are paid for service on a committee of our Board of Directors.

Because the Company only began operating as an independent company following the spinoff on June 30, 2014, each Director (other than Messrs. Edwards and Rice who were first elected to the Board in January 2015) was paid one-half of the annual fees payable for service on the Board and committees on which he or she served for 2014. Additionally, Mr. Reilly received one-half of the annual fee for his service as Lead Director in 2014.

Directors who are also our employees are not paid any additional compensation for serving as Directors.

STOCK COMPENSATION

Following the spinoff of TimkenSteel on June 30, 2014, each Director of TimkenSteel at that time was awarded an initial grant of common shares of TimkenSteel under the TimkenSteel Corporation 2014 Equity and Incentive Compensation Plan, with an approximate target value of $120,000. These shares were awarded on August 6, 2014. Going forward, we anticipate that each Eachnon-employee Director serving at the time of our Annual Meeting of Shareholders will receive a grant of our common shares with anfollowing the meeting. The common shares are granted as deferred shares which vest on the first anniversary of the grant date, provided the Director continues to serve as anon-employee Director on that date. For 2016, the approximate target value of $120,000 following the meeting.grant was $105,000. Anon-employee Director who is first elected to the Board after the date of the Annual Meeting will receive a grant of common shares at the time of his or her election to the Board. The value of such grant may be prorated to reflect the portion of the year during which such Director will serve on the Board.

The Compensation Committee of the Board of Directors has adopted share ownership guidelines that requirenon-employee Directors to own 8,000 common shares. As of March 1, 2017, each of the Directors had met their ownership requirements. The Company requires that the common shares granted to a Director are required to be held for as long as the Director remains on the Board of Directors of TimkenSteel.

The Compensation Committee of the Board of Directors has adopted share ownership guidelines that require non-employee Directors to own 8,000 common shares. As of February 13, 2015, Mr. Cox and Mr. Reilly had met their ownership requirements.

COMPENSATION DEFERRAL

Anynon-employee Director may elect to defer the receipt of all or a specified portion of his or her cash and/or stock compensation in accordance with the provisions of the TimkenSteel Corporation Director Deferred Compensation Plan. Pursuant to the plan, cash fees can be deferred and paid at a future date requested by the Director. The amount will be adjusted based on investment crediting options, which include interest earned quarterly at a rate based on the prime rate plus one percent or the total shareholder return of our common shares, with amounts paid either in a lump sum or in installments in cash. Stock compensation can be deferred to a future date and paid either in a lump sum or installments and is payable in shares plus an amount representing dividend equivalents during the deferral period.

20142016 DIRECTOR COMPENSATION TABLE

The following table provides details ofnon-employee Director compensation in 2014:2016:

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors has adopted the TimkenSteel Corporation Corporate Governance Guidelines. These guidelines outline the responsibilities of the Board of Directors, Director selection criteria and procedures, Board composition criteria and various policies and procedures designed to ensure effective and responsive governance. The TimkenSteel Corporation Corporate Governance Guidelines are reviewed annually by the Nominating and Corporate Governance Committee and are available on our website atwww.timkensteel.com and in print to any shareholder who requests a copy. All requests must be made in writing, addressed to TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706.

CODE OF ETHICSCONDUCT

Each of our employees and Directors is required to comply with the TimkenSteel Corporation Code of Conduct, a code of business conduct and ethics adopted by the Company. Ethics and integrity, defined by the principles of honesty, fairness, respect and responsibility, are core values of the Company. The TimkenSteel Corporation Code of Conduct sets forth policies covering a broad range of subjects, including antitrust and competition, corruption and bribery, conflicts of interest, inside information, accurate financial records, harassment, environmental health and safety and intellectual property, among other matters, and requires strict adherence to laws and regulations applicable to the Company’s business. Any waiver of the Code of Conduct for executive officers or Directors may be made only by the Board of Directors or the Nominating and Corporate Governance Committee of the Board, and will be disclosed promptly in accordance with applicable law and rules of the New York Stock Exchange. The TimkenSteel Corporation Code of Conduct is reviewed annuallyperiodically by the Nominating and Corporate Governance Committee and is available on our website atwww.timkensteel.com and in print to any shareholder who requests a copy. All requests must be made in writing, addressed to TimkenSteel Corporation, Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706.

DIRECTOR INDEPENDENCE

The Board of Directors has adopted the independence standards of the New York Stock Exchange listing requirements for determining the independence of Directors. After consideration of all relevant facts and circumstances, including each individual’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships with the Company, the Board has determined that the following Directors meet those independence standards and that each of these individuals is independent and free of any material relationships with the Company other than as established through his or her service as a Director of the Company: Joseph A. Carrabba, Phillip R. Cox, Diane C. Creel, Terry L. Dunlap, Randall H. Edwards, Donald T. Misheff, John P. Reilly, Ronald A. Rice and Randall A. Wotring. With respect to Mr. Reilly, who also is a member of the board of directors of The Timken Company, the Board determined that his service on the board of directors of The Timken Company does not impair his independence after giving consideration to the continuing commercial and other relationships between the companies following the spinoff. As discussions arise regarding transactions or other matters between TimkenSteel and The Timken Company, Mr. Reilly has not and will not participate in such discussions or any related Board approvals.

BOARD LEADERSHIP STRUCTURE

Our Board of Directors is led by Chairman Ward J. Timken, Jr. In addition, John P. Reilly washas been appointed as Lead Director immediately preceding the separation of TimkenSteel from The Timken Company.Director.

The Chairman oversees the planning of the annual Board of Directors’ calendar and, in consultation with the other Directors, schedules and sets the agenda for meetings of the Board of Directors and leads the discussions at such meetings. In addition, the Chairman provides guidance and oversight to other members of management, helps with the formulation and implementation of our strategic plans and acts as the Board of Directors’ liaison to the rest of management. In this capacity, the Chairman is actively engaged on significant matters affecting TimkenSteel. The Chairman also will leadleads our Annual Meetings of Shareholders and performperforms such other functions and responsibilities as requested by the Board of Directors from time to time.

The Lead Director’s duties include: (a) developing agendas for, and presiding over, the executive sessions of the independent Directors; (b) reporting the results of the executive sessions to the CEOChairman and Chairman;CEO; (c) providing feedback as required to the other Directors on the issues discussed with the CEOChairman and Chairman;CEO; (d) serving as a liaison between the independent Directors and the Chairman and CEO; (e) presiding at all meetings of the Board at which the Chairman is not present; (f) approving information sent to the Board; (g) approving agendas for Board meetings; (h) approving Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items; (i) calling meetings of the independent Directors; and (j) ensuring that he or she is available for consultation and direct communications with major shareholders as appropriate.

RISK OVERSIGHT

The Audit Committee coordinates with and assists the Board of Directors, in overseeingclose coordination with its standing committees, oversees the Company’s management of risk, including the Company’s processes for identifying, reporting and managing risks. The Audit Committee discusses guidelinesreviews and policies with respect to risk assessment and risk management to assess and manage the Company’s exposure to risk. In particular, the Committee will review and discussdiscusses the guidelines, policies and policies that govern the processprocesses by which the CEO and senior management of the Company assess and manage risks, and will discussdiscusses the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures. Where the Board of Directors, directly or through another committee of the Board, has processes in place to managenon-financial risks, the Audit Committee will review such risk management processes in a general manner. The Board believes that this approach, supported by our senior leadership structure, provides appropriate checks and balances against undue risk taking.

RELATED PARTY TRANSACTIONS APPROVAL POLICY

OurAs noted, our Directors and employees, including our executive officers, are subject to the TimkenSteel Corporation Code of Conduct, which requires that an employee or Director act in the best interests of the Company and avoid actual or potential conflicts of interest. In order to fulfill this duty, employees and Directors must avoid situations in which their actions or loyalties are, or appear to be, divided. While not every situation can be identified in a written policy, our Code of Conduct does specifically prohibitprohibits the following situations:

Pursuant to the Code of Conduct, employees’ requests for waivers of the Code of Conduct, including but not limited to waivers of any potential or actual conflict of interest, must be submitted to and approved by the General Counsel. Any requested waivers of the Code of Conduct for Directors or executive officers may be made only by the Board of Directors or the Nominating and Corporate Governance Committee of the Board. Any of these waivers for Directors or executive officers will be disclosed promptly in accordance with applicable law and the rules of the New York Stock Exchange. The Nominating and Corporate Governance Committee also is responsible for reviewing and, if appropriate, approving or ratifying any related-party transaction required to be disclosed under Item 404(a) of Regulation S-K.S-K of the Securities Act of 1933.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

At TimkenSteel, we believe in rewarding employees, including our named executive officers (NEOs), for helping us achieve our corporate goals, deliveringdeliver exceptional performance and buildingbuild shareholder value. In this spirit, we designed our executive compensation programsprogram to align the interests of our executives andwith those of our shareholders, reward leaders for strong business results and attract, retain and motivate the best talent in the industry. The following chart highlights the key considerations behind the development, review and approval of the compensation for our executive officers named in the 20142016 Summary Compensation Table:

20142016 PERFORMANCE

Pre-Spinoff Timken Performance: January 1, 2014 – June 30, 2014

DespiteTimkenSteel ended 2016 with sales of $870 million and a slow-growthloss of $2.39 per share. These results were driven by lower volume from energy and industrial end market environment, Timken, which included the steel business, ended the first halfweakness,mark-to-market actuarial losses fromre-measurement of 2014 with earnings per diluted share of $1.58, reflecting stronger demandpension and OPEB plans, and a shift in Process Industries and Steel and the benefit of acquisitionsproduct mix partially offset by lower shipments in Mobile Industries. As a result of Timken’s performance incost reduction actions.

Based on our outlook for 2016, at the first halfbeginning of the year, the AnnualCompensation Committee determined not to award any salary increases to the NEOs. Additionally, the grant value of long-term incentives awarded to NEOs was reduced by approximately 30% as compared to the prior year in an effort to mitigate shareholder dilution and to preserve the share reserve under the TimkenSteel Corporation Amended and Restated 2014 Equity and Incentive Award (APA) plan in place from January 1 – June 30, 2014 paid above target levels. As described on pages 41-43,Compensation Plan (the “Plan”), due to the 2012-2014 strategic performancelow share award and first half ofprice. Lastly, there was no payout to the truncated 2013-2015 strategic performance share award paid below target levels, reflecting results that fell short of expectations for these performance periods.

Post-Spinoff TimkenSteel Performance: July 1, 2014 – December 31, 2014

As of July 1, 2014, TimkenSteel was an independent company. TimkenSteel ended 2014 in a strong financial position with sales of $842.5 million and earnings per diluted share of $0.92 forNEOs under the six-month period ending December 31, 2014. These results were achieved, in part, by increased demand in the energy and industrial market sectors, which served as a primary driver for growth.

Since becoming an independent company, we have focused on executing our strategy and implementing our unique business model, leveraging our recent capital investments. Additionally, we remain committed to driving shareholder value by selling into more profitable niche markets and leveraging all of our resources and manufacturing capabilities with strong structural performance.

As a result of our performance in the second half of the year, thetraditional annual incentive plan in place from July 1as the Company failed to meet the performance objectives established for 2016. However, the NEOs received an award under a temporary incentive metric. Please see “Executive Summary – December 31, 2014, paid above target levels. Overall, executive compensation2016 Compensation Decisions and Actions – 2016 Program Updates” below for 2014 was consistent with our compensation objectives and reflects our operating performance, demonstrating our commitment asmore information regarding the payouts under a new organization to reward our executivestemporary incentive metric for the high performance they deliver.2016.

20142016 COMPENSATION DECISIONS AND ACTIONS

CEO PAYAT-A-GLANCE

2016 CEO Compensation Mix

The charts below show the components of total compensation awarded to Mr. Timken for 2015 and 2016 on a targeted basis and based on the realizable value as of December 31, 2016. The targeted value of long-term incentives reflects grant date fair values based on a share price of $29.00 for 2015 and $7.46 for 2016. The realizable value of these awards reflects our 2016year-end share price of $15.48.

2015 Realizable Pay

2016 Realizable Pay

2015 realizable pay reflects no payout under the annual incentive plan and no intrinsic value for stock options granted in 2015. Performance shares granted in 2015 assume performance at target and a share price of $15.48. The value of 2015 realizable pay directly reflects the difference in stock price at the beginning of 2015 and the end of 2016.

2016 realizable pay reflects the payout under the temporary incentive metric of the annual incentive plan for 2016. The 2016 long-term incentive realizable pay shows the intrinsic value of stock options granted in 2016 and the value of performance shares awarded in 2016, assuming target performance and reflecting the increase in share price between the date of the grant in February and share price at the end of 2016. The increase in 2016 realizable pay is driven solely by the increase in share price in 2016.

Realizable pay in 2015 and 2016 for the CEO further demonstrates alignment with shareholder interests and confirms our pay for performance commitment.

ALIGNING PAY WITH PERFORMANCE

84%65% of the target total direct compensation delivered to Mr. Timken, and between 62% and 71% delivered to the other NEOs, is comprised of incentive-based pay.NEOs. Our Compensation Committee uses a comprehensive and well-defined process to assess Company performance. We believe our metrics focus management on the appropriate objectives for the creation of both short- and long-term shareholder value.

The Company uses a balance of short-, medium- and long-term incentives as well as cash andnon-cash compensation to meet its executive compensation program’sprogram objectives. The Company’s incentive compensation programs for executives are designed to link compensation with the full spectrum of our business goals, some of which are short-term,short term, while others take several years or more to achieve:

Other key features

CONSIDERATION OF 2016SAY-ON-PAY VOTE

In evaluating the design of our executive compensation program include:

compensation.

DETERMINING COMPENSATION FOR 20142016

ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee determines the appropriate level of compensation for all executive officers, including the CEO and other NEOs. As part of this process, the Compensation Committee reviews all the components of compensation for the NEOs and determines whether each individual’s total

The Compensation Committee determines the appropriate level of compensation for all executive officers, including the CEO and other NEOs. As part of this process, the Compensation Committee reviews all the components of compensation for the NEOs and determines whether each individual’s total compensation is reasonable and consistent with the Company’s		In establishing and reviewing the Company’s compensation programs, the Compensation Committee considers whether the programs encourage unnecessary or excessive risk- taking and has determined that they do not.

compensation philosophy. In making this determination, the Compensation Committee may consider the recommendations of the CEO, market data provided by the Committee’s external compensation consultant and additional factors, such as the executive’s operating responsibilities, experience level, retention risk, and tenure and performance in the position, and may make adjustments to a particular element of an executive’s compensation in light of these considerations.

The Compensation Committee then approves, with any modifications it deems appropriate, base salary ranges, target annual performance award opportunities and long-term incentive opportunities and grants for the Company’s NEOs. The amount of past compensation realized or potentially realizable hasdoes not directly impactedimpact the level at which current and long-term pay opportunities have beenare set, although the Compensation Committee does consider this information in its deliberations.

The Compensation Committee directly engages the independent external compensation consultant, Towers Watson, reviews the consultant’s annual work plan and related fees, and assesses the consultant’s performance. In the course of its analysis and development of proposed total compensation packages, Towers Watson reviews the relevant information and discusses their findings with the Compensation Committee.

As previously mentioned, 2014 compensation decisions prior to the spinoff of TimkenSteel were made by the Timken Compensation Committee and Timken’s Board of Directors. The TimkenSteel Compensation Committee was formed just prior to spinoff and has been responsible for overseeing executive pay decisions made since spinoff.

ROLE OF THE CEO AND MANAGEMENT

The CEO, in consultation with Human Resources and Organizational Advancement leadership and Towers Watson,the compensation consultant, prepares compensation recommendations for the NEOs (other than the CEO) and presents these recommendations to the Compensation Committee. These recommendations are based on the CEO’s personal review of the other NEOs’ performance, job responsibilities and importance to the Company’s overall business strategy, as well as the Company’s compensation philosophy. Although these recommendations are given significant weight, the Committee retains full discretion when

In preparing compensation recommendations for the NEOs, the CEO and Human Resources and Organizational Advancement leadership work together to compare each key element of compensation provided to the NEOs to market data and consider the total compensation package in relation to the target established for the position, taking into account the scope of responsibilities for the particular position. Total direct compensation (base salary, annual incentives and long-term incentive grants) is also evaluated in relation to the total compensation of comparable positions derived from the general market data as well as internal equity considerations.

The compensation package for the CEO is determined by the Compensation Committee and approved by the independent members of the Board of Directors during executive session.

ROLE OF THE COMPENSATION CONSULTANT

The Compensation Committee retains the authority to approve and monitor all compensation and benefit programs (other than broad-based welfare benefit programs). To add rigor in the review process and to inform the Compensation Committee of market trends, the Compensation Committee engages the services of Towers Watsona compensation consultant to analyze our executive compensation structure and plan designs, and to assess whether the compensation program is competitive and supports the Compensation Committee’s goal to align the interests of executive officers with those of shareholders. Towers WatsonThe consultant also provides market data directly to the Compensation Committee, which the Compensation Committee references when determining compensation for executive officers.

The Compensation Committee utilizes the services of Meridian Compensation Partners, LLC as its compensation consultant.

In 2014, Towers Watson’s2016, Meridian’s primary areas of assistance were:

TheWhile the consultant reports directly to the Compensation Committee, the Committee has authorized Towers Watsonthe consultant to interact with the Company’s management, as needed, on behalf of the Compensation Committee.

The Compensation Committee has the sole authority to approve the independent compensation consultant’s fees and terms of the engagement. Thus, the Compensation Committee annually reviews its relationship with, and assesses the independence of, Towers Watsonits consultant to ensure executive compensation consulting independence. The process includes a review of the services Towers Watson provides,provided, the quality of those services, and fees associated with the services during the fiscal year. From the date of the spinoff through December 31, 2014, Towers Watson received $152,000 for the executive compensation consulting services it provided to the Committee. Other professional consulting services provided by Towers Watson to the Company since the spinoff, including actuarial and other services to us and our benefit plans, totaled $305,000. The Compensation Committee also has considered and assessed all relevant factors that could give rise to a potential conflict of interest with respect to the work performed by Towers Watson. Based on this review, the Compensation Committee has determined that Towers Watson is independent of the Company and its management, and did not identify any conflict of interest raised by the work performed by Towers Watson.

ESTABLISHING SAY-ON-PAY VOTE

As we move forward as an independent company, TimkenSteel will consider shareholder input, including the advisory “say-on-pay” vote, as it evaluates the design of our executive compensation programs and the specific compensation decisions for each of our NEOs. While we will seek input from our shareholders at this Annual Meeting on the desired frequency of the Company’s “say-on-pay” votes, our current intention is to conduct this say-on-pay vote once a year at our Annual Meeting of Shareholders.

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

KEY ELEMENTS OF OUR 20142016 TOTAL REWARDS PROGRAM

Our executive compensation programs are designed to align the interests of our executives andwith those of our shareholders and to encourage the personal and collective growth of our executives through improved Company performance. The following chart highlights the key elements of our total rewards program and how each is linked to program objectives.

ANALYSIS OF 20142016 COMPENSATION

Prior to spinoff, all compensation decisions including those made with respect to 2014 pay levels for TimkenSteel NEOs were made by The Timken Company Compensation Committee and its Board of Directors. The TimkenSteel Compensation Committee took on this responsibility as of July 1, 2014, and expects to follow a similar methodology as used by Timken prior to the spinoff.

BASE SALARY

Base salaries for the NEOs are intended to be competitive and reflect the scope of their responsibilities, the length of their experience performing those responsibilities and their performance. The Compensation Committee initially determines base salary ranges for executive officers using external surveys of salary practices for positions with similar levels of responsibility. The Compensation Committee also reviews base salaries for the NEOs annually in light of each officer’s experience, leadership, current salary and position in the salary range, as well asrange.

2016 Base Salary Decisions

Based on our outlook for 2016, in light of difficult market conditions and performance, the CEO’s recommendation.Compensation Committee determined not to award any salary increases to the NEOs.

ANNUAL INCENTIVE

2014 Base Salary Decisions

ANNUAL INCENTIVE

The Company’s annual incentive provides the NEOs with the opportunity to earn rewards based on the achievement of corporate performance goals established by the Compensation Committee. It is intended to focus the NEOs on specific performance goals in the current year. For the NEOs, the annual incentive is delivered through the Senior Executive Management Performance Plan (SEMPP).

Our SEMPP generally permits us to grant awards that may comply with Section 162(m) of the Internal Revenue Code. In order for amounts earned under this plan to qualify as “performance-based,” the Compensation Committee can exercise discretion only to reduce a calculated award under the plan formula. As a result, performance at target levels results in the plan being initially funded above the level of the Company’s other annual incentive plans. This provides the Compensation Committee with the ability to set the payout consistent with payouts under the Company’s APA plan. Actual awards for the NEOs are comparable with the awards made to other annual incentive plan participants under the APA plan, while providing the Committee with the flexibility to pay up to the funded level if performance warrants. This is consistent with the historical practice prior to spinoff from Timken.

As a result of the spinoff of TimkenSteel from Timken, for 2014 there were two SEMPPs and two APAs in effect. The first SEMPP and APA were put in place by Timken and measured the performance of Timken’s combined businesses for 2014. Following the spinoff, the Timken APA was scored based on results from January 1 – June 30, 2014. The second SEMPP and APA were then put in place by TimkenSteel following the spinoff and measured the performance of TimkenSteel as an independent company from July 1 – December 31, 2014. Target award opportunity levels were determined based on external surveys of practices for positions with similar levels of responsibility. The actual awards could be higher or lower than the target opportunity based on the results for each performance measure under the plan and the extent to which the Compensation Committee uses discretion to reduce the awards.

2016 Annual Performance Award Decisions