SEC Form DEF 14A filed by TriMas Corporation

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

 

To the Shareholders of TriMas Corporation:

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (“TriMas” or the “Company”) will be held virtually on Tuesday, May 14, 2024, at 8:00 a.m. Eastern Time. You will be able to attend and vote during the Annual Meeting, via live webcast by visiting www.virtualshareholdermeeting.com/TRS2024. You may also submit questions online before the start of the Annual Meeting. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the following purposes:

We encourage you to read this proxy and our 2023 Annual Report, as well as visit our website at www.trimas.com to learn more about TriMas. There you will find additional information about our performance and how we are working to enhance shareholder value.

Finally, we want to encourage you to vote regardless of the size of your holdings. Every vote is important and your participation helps us do a better job of understanding and acting on what matters to you as a shareholder. You can cast your vote by internet, by telephone or by mailing a printed proxy card as outlined in this document.

Bloomfield Hills, Michigan

This notice of Annual Meeting, proxy statement and form of proxy are being distributed and made available on or about March 28, 2024.

Even if you intend to participate electronically during the Annual Meeting, please sign and date your proxy card or voting instruction card and return it in the accompanying envelope, or vote via telephone or internet (as indicated on your proxy card or voting instruction card), to ensure the presence of a quorum. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the Annual Meeting.

 

Corporate Headquarters

 

This proxy statement contains information regarding the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (“TriMas” or the “Company”) to be held at 8:00 a.m. Eastern Time on Tuesday, May 14, 2024, via live webcast at www.virtualshareholdermeeting.com/TRS2024. The Company’s Board of Directors (“Board”) has fixed the close of business on March 15, 2024, as the record date (“Record Date”) for determining the shareholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. The Board is soliciting proxies for use at such meeting and at any adjournment or postponement of such meeting. The Company has made these materials available to shareholders on the internet, or upon request, has delivered printed copies by mail or electronic copies by email. This proxy statement, along with the notice of Annual Meeting and form of proxy, was first made available to shareholders on or about March 28, 2024. The Company will bear the cost of soliciting proxies.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

During 2023, we continued to make progress on many sustainability fronts. We are proud to announce our recent participation in the United Nations Global Compact (UNGC), underscoring our full alignment with the United Nations Sustainable Development Goals (SDGs). Additionally, we have disclosed our inaugural CDP (formerly Carbon Disclosure Project) report, where we incorporated our climate-related financial disclosures and risk assessments. We also continue to support the communities where our employees live and work through the work of the TriMas Foundation, our corporate charitable giving program strengthening our ongoing commitment to social responsibility. Finally, to support our commitment and enhance our transparency, we are providing the following Sustainability Targets:

 

Since launching our corporate-wide ESG initiative, we continue to identify and implement ways we can benefit our customers, employees, the environment and society, while executing our long-term strategy and driving shareholder value.

The Board currently consists of nine directors, divided into three classes, with each class consisting of one-third of the Company’s directors. Class III directors’ terms will expire at the Annual Meeting.

As previously disclosed, Mr. Samuel Valenti III, our current Chair of the Board, notified the Company of his intent to retire as a director of the Company at the Annual Meeting. In connection with Mr. Valenti's retirement, the Board has reduced the size of the Board to eight directors, effective as of the Annual Meeting.

Mr. Nick L. Stanage and Mr. Daniel P. Tredwell consented to stand for re-election to serve until the 2027 Annual Meeting of Shareholders. If either of them should become unavailable, the Board may designate a substitute nominee. In that case, the proxy holders named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee(s).

The two individuals who receive the most votes cast at the Annual Meeting will be elected as directors, provided a quorum of at least a majority of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) is represented at the meeting. However, we have adopted a majority voting policy that is applicable in uncontested director elections. This means that the plurality standard will determine whether a director nominee is elected, but our majority voting policy will further require that the number of votes cast “for” a director must exceed the number of votes “withheld” from that director or the director must submit his or her resignation. The Board, taking into account the recommendation of the Governance and Nominating Committee, would then determine whether to accept or reject any required resignation. A proxy card marked “Withhold All” or “For All Except” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will have no effect on the election of directors.

Additional information regarding the directors and director nominees of the Company is set forth below.

The following includes a brief overview of the experience, qualifications, attributes and skills that led to the conclusion that the directors and nominees should serve on the Board at this time. The Governance and Nominating Committee considers the experience, mix of skills and other qualities of the existing Board to ensure appropriate Board composition. The Governance and Nominating Committee believes that directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, it seeks to ensure the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company’s business.

As more fully reflected in the chart below, the Board believes that the directors and nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise as a whole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that each director satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. In addition, the Board has eight independent directors in accordance with the applicable independence rules of The NASDAQ Global Market LLC (“Nasdaq”) and such directors are also independent of the influence of any particular shareholder or shareholder groups whose interests may diverge from the interests of the shareholders as a whole. Further, each director or nominee brings a strong background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas.

 

The Board Diversity Matrix below presents the Board’s diversity statistics as of March 28, 2024, as required by applicable Nasdaq rules.

 

 

 

 

 

 

 

 

As part of its oversight function, the Board monitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. On a regular basis, the Board reviews the Company’s enterprise risk management process, including the design of the program, the key risks identified and the actions identified to manage and reduce those risks. Consistent with this undertaking, the Board regularly reviews the Company’s cybersecurity strategy and activities in support of the strategy. The Audit Committee considers risk issues associated with the Company’s overall financial reporting, disclosure process and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the corporate audit team and the independent registered public accounting firm in executive sessions at least quarterly, and with the general counsel as determined from time to time by the Audit Committee. The Compensation Committee and the Governance and Nominating Committee each consider risk issues associated with the substantive matters addressed by each such committee.

Following Mr. Fielkow’s appointment to the Board in March 2023, the Board consisted of nine directors. During 2023, the Board held six meetings, the Audit Committee held eight meetings, the Compensation Committee held six meetings, and the Governance and Nominating Committee held four meetings.

The Board currently consists of nine directors, divided into three classes equal in number. Effective as of the Annual Meeting, the size of the Board will be reduced to eight in connection with Mr. Valenti’s retirement. The members of each class serve for staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class may be asked to stand for re-election for another three-year term at the annual meeting in the year in which their term expires. The Board believes that independent Board leadership is a critical component of our governance structure. Since June 2002, the Company has separated the roles of the Board chair (“Chair”) and the CEO. As a result of Mr. Valenti’s retirement, the Board has appointed Mr. Parker to serve as Chair, effective as of the Annual Meeting. The Board believes this current structure of separating the roles of Chair and CEO allows our CEO to focus his time and energy on strategy and operations. Meanwhile, this structure allows our independent Chair to lead the Board in its oversight responsibilities.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Company’s directors.

The Board has determined, after considering all of the relevant facts and circumstances, that Messrs. Fielkow, Greene, Parker, Stanage, Tredwell and Valenti, and Mses. Boehne and Finley, are “independent” from management in accordance with the Nasdaq listing standards and the Company’s Corporate Governance Guidelines. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company’s Corporate Governance Guidelines.

All directors during 2023 attended at least 75%, in aggregate, of the meetings of the Board and all committees of the Board on which they served. All of the current directors who were serving on the Board at the time of the 2023 Annual Meeting of Shareholders attended the 2023 Annual Meeting. All directors are expected to attend all Board meetings, including the annual meeting, and meetings of each committee of which they are a member. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the President and Chief Executive Officer, and other executives on matters that may affect the Company.

Independent directors hold regularly scheduled executive sessions in which independent directors meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board. For information on how you can communicate with the Company’s non-management directors, see “Communicating with the Board.”

Audit Committee. The Audit Committee is responsible for providing independent, objective oversight and review of the Company’s auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of the Company’s internal audit function. In addition, the Audit Committee is responsible for (1) selecting the Company’s independent registered public accounting firm, (2) approving the overall scope of the audit, (3) assisting the Board in monitoring the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s independent registered public accounting firm and the Company’s internal audit function, and compliance with relevant legal and regulatory requirements, (4) annually reviewing the Company’s independent registered public accounting firm’s report describing the auditing firm’s internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately and periodically with management, internal auditors and the independent registered public accounting firm, (9) reviewing with the independent auditor any audit problems or difficulties, and management’s responses, (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm, (11) handling such other matters that are specifically delegated to the Audit Committee by applicable law or regulation, or by the Board, and (12) reporting regularly to the full Board. See “Report of the Audit Committee.” The Audit Committee’s charter is available on the Company’s website, www.trimas.com, in the Corporate Governance subsection of the Investors page.

Each of the directors on the Audit Committee is financially literate. The Board has determined that Ms. Finley, Mr. Parker and Mr. Tredwell, each qualify as an “audit committee financial expert” within the meaning of Securities and Exchange Commission (“SEC”) regulations, each member on the Audit Committee has the accounting and related financial management expertise required by the Nasdaq listing standards, and each is “independent” from management in accordance with Nasdaq listing standards and the Company’s Corporate Governance Guidelines.

Compensation Committee. The Compensation Committee is responsible for developing and maintaining the Company’s compensation strategies and policies, including (1) reviewing and approving the Company’s overall executive and director compensation philosophy, and the executive and director compensation programs to support the Company’s overall business strategy and objectives, (2) overseeing the management continuity and succession planning process (except as otherwise within the scope of the Governance and Nominating Committee) with respect to the Company’s officers, and (3) preparing any report on executive compensation required by the applicable rules and regulations of the SEC and other regulatory bodies.

The Compensation Committee is responsible for monitoring and administering the Company’s compensation and employee benefit plans, and reviewing, among other things, base salary levels, incentive awards and bonus awards for officers and key executives, and such other matters that are specifically delegated to the Compensation Committee by applicable law or regulation, or by the Board. The Compensation Committee’s charter reflects such responsibilities and is available on the Company’s website, www.trimas.com, in the Corporate Governance subsection of the Investors page. Each of the directors on the Compensation Committee is “independent” from management in accordance with Nasdaq listing standards (including those standards particular to Compensation Committee membership) and the Company’s Corporate Governance Guidelines. See also “Compensation Discussion and Analysis - Role of the Compensation Committee,” “Compensation Discussion and Analysis - Input from Management” and “Compensation Discussion and Analysis - Independent Compensation Committee Consultant.” The Compensation Committee is entitled to delegate certain of its responsibilities to subcommittees of

the Compensation Committee or other committees of the Board, subject to applicable law. The Compensation Committee may also delegate administrative authority to one or more officers (or one or more agents or advisors), and certain limited equity grant authority to one or more officers, under the terms of the Company’s new equity plan.

Governance and Nominating Committee. The Governance and Nominating Committee is responsible for identifying and nominating individuals qualified to serve as Board members, and recommending directors for each Board committee. Generally, the Governance and Nominating Committee will re-nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board.

In recommending candidates to the Board, the Governance and Nominating Committee reviews the experience, mix of skills and other qualities of a nominee to assure appropriate Board composition, after taking into account the current Board members, and the specific needs of the Company and the Board. The Board looks for individuals who have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. The Governance and Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. As required by Nasdaq, the SEC or such other applicable regulatory requirements, a majority of the Board will be comprised of independent directors.

The Governance and Nominating Committee generally relies on multiple sources for identifying and evaluating nominees, including referrals from the Company’s current directors and management. The Governance and Nominating Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an annual meeting, so long as such recommendations are sent on a timely basis to the Secretary of the Company and are in accordance with the Company’s bylaws. The Governance and Nominating Committee will evaluate nominees recommended by shareholders against the same criteria. The Company did not receive any nominations of directors by shareholders for the Annual Meeting. See “How and when may I submit a shareholder proposal or director nomination for the 2025 Annual Meeting?” for more information.

The Governance and Nominating Committee is also responsible for recommending to the Board appropriate Corporate Governance Guidelines applicable to the Company and overseeing governance issues.

The Governance and Nominating Committee’s charter is available on the Company’s website, www.trimas.com, in the Corporate Governance subsection of the Investors page.

Compensation Committee Interlocks and Insider Participation. Ms. Finley and Messrs. Greene, Stanage, Tredwell and Valenti served on the Company’s Compensation Committee during 2023. No current or prior member of the Compensation Committee during 2023 is or was previously an officer or employee of the Company, or had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

Retirement Age and Term Limits. The Corporate Governance Guidelines provide that a director (excluding directors serving on the Board as of February 25, 2013) is expected to submit his or her resignation from the Board at the first annual meeting of shareholders following the director’s 75^th birthday. The Board may accept or reject such resignation in its discretion after consultation with the Governance and Nominating Committee. The Board has not established term limits for the directors.

Assessment of Board and Committee Performance. The Board evaluates its performance annually. In addition, each Board committee performs an annual self-assessment to determine its effectiveness. The results of the Board and committee self-assessments are discussed with the Board and each committee, respectively.

The Company’s sustainability mission envisions meeting the needs of the Company’s customers, while conducting business in a socially, economically and environmentally responsible manner to the benefit of current and future generations, thereby creating value for all stakeholders. The Company published its inaugural Sustainability Report in 2020, which highlighted its global sustainability initiatives. Since that time, the Company has increased its commitment toward responsible environmental, social and governance (“ESG”) practices. In 2021, the Company formed the ESG Action Committee, which is comprised of cross-functional leaders across the Company and is responsible for continuous improvement efforts related to sustainability and ESG initiatives, under the guidance of the ESG Steering Committee, which consists of senior management and the Board’s Governance and Nominating Committee. You can read more about the Company’s sustainable product offerings; initiatives to develop a more diverse workforce; focus on health, safety and environmental matters; commitment to integrity and ethical business conduct; and proactive approach to community involvement and other sustainability efforts, by reviewing the TriMas Sustainability Reports found at www.trimas.com under the “Sustainability” section. The Company released its 2022 Sustainability Report, detailing all of its recent progress, on June 21, 2023. Information on the website, including the TriMas Sustainability Reports, is not incorporated by reference in, and does not form a part of, this proxy statement.

The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board with respect to that compensation, as appropriate. Meridian Compensation Partners, LLC (“Meridian”) is retained by and reports directly to the Compensation Committee, and advises the Compensation Committee regarding executive and director compensation matters. The Compensation Committee and Board believe that directors should receive a mix of cash and equity over their tenure. The combination of cash and equity compensation is intended to provide incentives for directors to continue to serve on the Board and to attract new directors with outstanding qualifications. Directors may make an annual election to defer receipt of their cash compensation, provided the election is made prior to the fiscal year in which the deferral is effective. In August 2023, Meridian conducted a review of the independent director compensation program relative to the 2024 Proxy Peer Group. The Committee concluded that no modifications to the program were necessary.

Annual Cash Retainer and Meeting Fees. For 2023, each independent director who served for the entirety of 2023 received an annual cash retainer of $100,000. The chair of the Board and of each of the Audit, Compensation, and Governance and Nominating Committees received an additional annual cash retainer in the amounts of $100,000, $20,000, $15,000 and $10,000, respectively.

The Company operates a director retainer share election program to permit directors to make an annual election to receive unrestricted stock for deferred or non-deferred compensation for Board service in lieu of cash at the time payment is made each quarter. For 2023, two independent directors (Mses. Boehne and Finley) elected to defer receipt of their cash Board compensation.

Equity Compensation. As part of the independent directors’ annual compensation package, each independent director also receives an annual grant of restricted stock units with a grant date fair market value of approximately $100,000, with each grant generally subject to the director’s continued service on the Board for a one-year vesting period. In March 2023, the Company made the annual grant to each of the current independent directors on the same terms.

Director Stock Ownership. We have established stock ownership guidelines for our independent directors to more closely tie their interests to those of shareholders. Under these guidelines, all such directors are required to own, within five years after initial election to the Board as an independent director, shares of Company stock having a value equal to three times their annual cash retainer (excluding any additional retainers for Board and committee chair service). Unrestricted stock, service-based restricted stock units and vested in-the-money options are counted toward fulfillment of this ownership requirement. As of December 31, 2023, each independent director was in compliance with his or her stock ownership requirement. If an independent director does not meet the stock ownership guidelines, the Compensation Committee may consider such fact in determining the award of future equity awards to such director.

Indemnification. The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company.

Other. The Company reimbursed all directors for expenses incurred in attending Board and committee meetings in 2023. The Company does not provide any perquisites to directors.

The table below sets forth as to each non-employee director the aggregate number of restricted stock units outstanding as of December 31, 2023. As of such date, none of our non-employee directors held any stock options or stock awards other than restricted stock units.

The Board has adopted Corporate Governance Guidelines, a copy of which may be found on the Company’s website, www.trimas.com, in the Corporate Governance subsection of the Investors page. These guidelines address, among other things, director responsibilities, qualifications (including independence), compensation and access to the Board. The Governance and Nominating Committee is responsible for overseeing and reviewing these guidelines, and recommending any changes to the Board.

Code of Conduct. We have a Code of Conduct that applies to all directors and all employees, including the Company’s principal executive officer, principal financial officer and other persons performing similar executive management functions. The Code of Conduct is posted on the Company’s website, www.trimas.com, in the Corporate Governance subsection of the Investors page. All amendments to the Company’s Code of Conduct, if any, will also be posted on the Company’s website, along with all waivers, if any, of the Code of Conduct involving senior officers.

A copy of the Company’s committee charters, Corporate Governance Guidelines and Code of Conduct will be sent to any shareholder, without charge, upon written request sent to the Company’s executive offices: TriMas Corporation, Attention: General Counsel, 38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan 48304.

Any shareholder or interested party who desires to communicate with the Board or any specific director, including the chair, non-management directors or committee members, may write to: TriMas Corporation, Attention: Board of Directors, 38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan 48304.

Depending on the subject matter of the communication, management will:

To submit concerns regarding accounting matters, shareholders and other interested persons may also call the Company’s toll-free, confidential hotline number published at www.trimas.com in the Corporate Governance subsection of the Investors page, in the document entitled Code of Conduct. Concerns may be expressed on a confidential and anonymous basis.

Communications made through the confidential hotline number are reviewed by the Audit Committee at each non- earnings Audit Committee meeting; other communications will be made available to directors at any time upon their request.

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company’s relationship with the independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding as determined by the Audit Committee from the Company for such advice and assistance.

The Company’s management is primarily responsible for the Company’s internal control and financial reporting process. The Company’s independent registered public accounting firm, Deloitte, is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing opinions on the conformity of reporting those audited financial statements with United States generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee monitors the Company’s financial reporting process and reports to the Board on its findings.

In this context, the Audit Committee hereby reports as follows:

The undersigned members of the Audit Committee have submitted this Report to the Board.

The Audit Committee

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

The Audit Committee has appointed Deloitte as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2024. Deloitte served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021. Representatives of Deloitte are expected to attend the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

The appointment of Deloitte as the independent registered public accounting firm for the Company is being presented to the shareholders for ratification. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of the holders of a majority of the total shares of Common Stock present in person or represented by proxy, provided that a quorum of at least a majority of the outstanding shares are present or represented at the meeting. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the matter. If you hold your shares through a broker and you do not instruct the broker on how to vote on this “routine” proposal, your broker will nevertheless have authority to vote your shares on this “routine” proposal in your broker’s discretion. Proxies submitted pursuant to this solicitation will be voted “FOR” the ratification of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, unless specified otherwise.

The following table presents fees billed by Deloitte for professional audit services rendered related to the audits of the Company’s annual financial statements for the years ended December 31, 2023, and 2022, respectively, and fees for other services rendered during those periods.

Integrated audit fees billed for services rendered in connection with the audit of the Company’s annual financial statements and the effectiveness of the Company’s internal control over financial reporting were approximately $1.4 million and $1.0 million for 2023 and 2022, respectively.

The Company engages Deloitte to assist with its U.S. tax compliance reviews. In addition, tax fees in 2023 and 2022 include amounts for various tax deduction and assessment projects. Except for the amounts disclosed above, there were no tax fees billed by Deloitte during 2023 or 2022, as the Company retained another firm to provide tax advice.

The Audit Committee has determined that the rendering of all non-audit services by Deloitte in 2023 and in 2022 is compatible with maintaining auditor independence.

We have been advised by Deloitte that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm.

On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent registered public accounting firm. No services are undertaken which are not pre-approved. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All of the services provided by Deloitte, our independent auditor in 2023 and 2022, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee under its pre- approval policies.

The Audit Committee’s policies permit the Company’s independent accountants, Deloitte, to provide audit-related services, tax services and non-audit services to the Company, subject to the following conditions:

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

As required pursuant to Section 14A of the Securities Exchange Act of 1934, or the Exchange Act, the Company is providing shareholders with an advisory (non-binding) vote to approve the compensation paid to our NEOs as disclosed in this proxy statement. This advisory vote is commonly known as a “Say-on-Pay” vote. At the 2023 Annual Meeting of Shareholders, a majority of the votes cast on a proposal regarding the frequency for future Say-on-Pay votes approved the Board’s recommendation to hold future Say-on-Pay votes on an annual basis. The Company adopted an annual Say-on-Pay vote program in 2023 after considering these voting results. The last Say-on-Pay vote took place at the 2023 Annual Meeting of Shareholders, during which we received approximately 92% approval of our Say-on-Pay resolution.

At its first meeting held after our 2023 Say-on-Pay vote, the Compensation Committee reviewed the voting results described above. After taking into consideration the strong level of support expressed by our shareholders for the executive compensation program for our then-NEOs, the Compensation Committee decided to continue to apply the same guiding philosophy and principles to subsequent decisions and when adopting subsequent policies regarding NEO compensation. No changes have been made to our executive compensation program specifically in reaction to the 2023 Say-on-Pay vote. The Compensation Committee has also continued to monitor voting policy changes adopted by our institutional shareholders and their advisors since the 2023 Say-on-Pay vote, and expects to continue to take those voting policies into account when considering changes to our executive compensation program.

As described in the Compensation Discussion and Analysis within this proxy statement, our NEOs are rewarded when defined financial and operational performance results are achieved and when value is created for our shareholders. Our Compensation Committee believes that our compensation program is effective in implementing our executive compensation philosophy and establishing a link between compensation and shareholder interests.

Highlights of our compensation program include the following:

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this proxy statement. This proposal gives our shareholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative and other disclosures in this proxy statement.”

As an advisory vote, this proposal is not binding on the Company. However, our Compensation Committee and Board value the opinions of our shareholders and expect to consider the outcome of the vote when making future compensation decisions regarding the Company’s NEOs. The next Say-on-Pay vote is expected to be held at our 2025 Annual Meeting of Shareholders.

The following table sets forth information with respect to the beneficial ownership of the Common Stock as of the Record Date by:

The percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares (1) voting power, which includes the power to vote or to direct the voting of the security, (2) investment power, which includes the power to dispose of or to direct the disposition of the security, or (3) rights to acquire Common Stock that are currently exercisable or convertible, or will become exercisable or convertible within 60 days of the Record Date. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. As of the Record Date, the Company had 40,820,202 shares outstanding.

Officers of the Company serve at the pleasure of the Board.

Thomas A. Amato. Business experience provided under “Director and Director Nominees.”

Scott A. Mell. Mr. Mell was appointed the Company’s Chief Financial Officer in May 2021. Prior to joining the Company, Mr. Mell served as Managing Director of Recovery and Transformation Services for Riveron, a national business advisory firm, from October 2018 through April 2021. In his role with Riveron, Mr. Mell led projects at TriMas to support continuous improvement efforts within TriMas’ Packaging and Aerospace segments. Mr. Mell has more than 25 years of leadership experience providing strategic, financial and operational advisory services focused on value creation and transformational change management. Prior to Riveron, Mr. Mell served as Managing Director at Ernst & Young from October 2017 to October 2018. Mr. Mell also served as Vice President of Corporate Strategy at Motus Integrated Technologies from January 2017 to October 2017. Mr. Mell has held senior leadership positions within several global consulting firms, including McKinsey & Company and AlixPartners. Mr. Mell’s previous experience also includes serving in multiple C-Suite roles for both public and privately held companies in the industrial manufacturing, aerospace and energy industries.

Jill S. Stress. Ms. Stress was appointed the Company’s Chief Human Resources Officer in April 2023. Ms. Stress joined the Company in 2009 and was formerly the Company’s Director of Compensation and Benefits. Prior to joining the Company, Ms. Stress was the Manager of Benefits, Compensation, Human Resources Systems at Behr America.

Jodi F. Robin. Ms. Robin was appointed the Company’s General Counsel and Secretary in April 2021. Ms. Robin joined the Company in 2010 as Associate General Counsel and was promoted to Deputy General Counsel in 2014. Prior to joining the Company, Ms. Robin was an attorney with Reed Smith LLP in Chicago, Illinois.

This Compensation Discussion and Analysis (“CD&A”) describes and analyzes the executive compensation program in place at the Company for our NEOs for 2023, which NEOs are:

Your understanding of our executive compensation program is important to the Company. The goal of this CD&A is to explain:

Our executive compensation philosophy is to structure programs that will pay for performance, align with shareholder interests and attract and retain key leaders. The Company attempts to achieve its philosophy and objectives by establishing performance criteria for its executive officers where a significant portion of the opportunity for compensation is tied to annual (short-term) and long-term Company strategy and corresponding results. Our objectives are to align our executives’ compensation interests with the investment interests of our shareholders and encourage our executives to make decisions that will increase shareholder value over the longer-term. Our programs are designed to attract, retain and motivate executives who make substantial contributions to Company performance.

TriMas manufactures a diverse set of products primarily for the consumer products, aerospace and defense, and industrial end markets through its portfolio of businesses which are reported within three segments: Packaging, Aerospace and Specialty Products. With approximately 3,400 employees in 13 countries, we develop, manufacture and supply products to a broad set of blue-chip customers globally. Our wide range of innovative product solutions is designed and engineered to solve application-specific challenges that our customers face. We believe our businesses share important and distinguishing characteristics, including: well-recognized brand names in the markets we serve; innovative product technologies and features; customer-approved processes and qualified products; strong cash flow generation; long-term growth opportunities; and a commitment to sustainability.

In 2023, TriMas, like many manufacturing-based companies, encountered several macroeconomic challenges, including cost inflation, supply chain disruptions, labor constraints and a highly dynamic demand environment. Over the past several years, our TriMas Packaging group has experienced pronounced demand volatility for certain dispensing and closure products, primarily in the personal care, food and beverage, and industrial end markets. Following the onset of the pandemic, demand surged to unprecedented levels for some product applications, only to sharply decline beginning in mid-2022 and continuing through most of 2023, as a result of some of our larger customers' decisions to rebalance inventory levels and exercise caution in purchasing given the inflationary macroeconomic environment. In our TriMas Aerospace group, demand was significantly below historical levels during the pandemic, but has since rebounded as air travel resumed and new aircraft build rates improved; however, this rapidly increasing demand has challenged the supply chain and operational efficiencies. In addition, certain of our products for industrial applications within our Specialty Products group (for example, steel cylinders for packaged gas applications, and engines and compressors for oil and gas extraction) have experienced demand volatility related to various economic factors in more recent periods. Altogether, this significant level of volatility in demand levels, coupled with inflation, and material and labor availability, has pressured our ability to operate in the most efficient way and at historical margin levels.

Throughout 2023, we worked collaboratively with our customers to understand their longer-range demand needs, while taking operational actions and flexing our cost structure where practical, establishing a promising foundation for 2024. Furthermore, we continued to invest in key functional capabilities essential for our future growth, prioritizing innovation, sustainable solutions and digital transformation. In addition to ongoing investments in new, innovative products and processes, we completed two bolt-on acquisitions expanding our offerings and capabilities for both the packaging and aerospace end markets. Concurrently, we provided more than a 2% return of capital to our shareholders between share buybacks and quarterly dividends in 2023. We remained committed to allocating capital on a balanced basis while maintaining a solid balance sheet. During the year, TriMas also continued to make substantial progress on our sustainability journey, as we are committed to continuously enhancing our positive impact on society and preserving the environment.

During 2023, the management team achieved the following results:

In summary, despite the continued dynamic end-market environment we faced, 2023 marked a year of successful advancement of our long-term strategy. We took several proactive actions to enhance our future, including continued investments in commercial and technical resources, automation and efficiency enhancements in production, and the development of innovative and sustainable products. Looking ahead, our objective remains to execute against our growth strategy, leveraging how we operate under the TriMas Business Model, accelerating organic growth through innovation, and augmenting our growth and positioning with acquisitions, all while remaining committed to cash conversion and a disciplined approach to capital allocation to drive long-term shareholder value.

We engage in executive compensation practices that support the needs of our business, drive performance and align with our shareholders’ long-term interests. A summary of what we do and do not do in that regard follows.

The key decisions the Committee made for 2023 are summarized below and discussed in greater detail in the remainder of this CD&A.

The Committee approved a 4.9% base pay increase for Mr. Amato, a 4.0% base pay increase for Mr. Mell, a 15.8% base pay increase for Ms. Robin, a 14.9% base pay increase for Ms. Stress and a 4.0% base pay increase for Mr. Salik.

In 2023, the Committee granted performance stock units (“PSUs”) and/or service-based restricted stock units (“RSUs”) to the NEOs. The Committee approved a $300,000 annual LTI award increase for Mr. Amato, all of which was in the form of PSUs, a $25,000 annual LTI increase for Mr. Mell, a $180,000 annual LTI increase for Ms. Robin, a $205,000 annual LTI increase for Ms. Stress and a $100,000 annual LTI award increase for Mr. Salik.

For Mr. Amato, PSUs accounted for 60% and RSUs accounted for 40% of his total long-term incentive (“LTI”) target award value, a change from 50% PSUs and 50% RSUs in the prior year period. For Mssrs. Mell and Salik, their LTI target award value was allocated equally between these two vehicles. For Mses. Robin and Stress, PSUs accounted for 32% and RSUs accounted for 68% of their total LTI target award value. All awards earned will be settled in shares. Specifically:

At the Annual Meeting of Shareholders held on May 9, 2023, we received approximately 92% approval of our Say- on-Pay resolution.

In light of this vote outcome, which was considered by the Committee in its first meeting following the 2023 Annual Meeting of Shareholders, as well as the Committee’s ongoing program evaluation, the Committee views its 2023 decisions regarding various aspects of the compensation program as consistent with the overall philosophy and structure of the program that has been supported by our shareholders. As a result, the Committee did not make any changes to the executive compensation program for 2023 that were based specifically on the results of our 2023 Say-on-Pay vote.

A majority of the shareholders who voted on the frequency for future Say-on-Pay votes at the 2023 Annual Meeting of Shareholders approved annual advisory Say-on-Pay votes. In alignment with the shareholder recommendation, an advisory vote on the Company’s NEO compensation is currently expected to be submitted to shareholders for vote at each annual meeting. The next advisory Say-on-Pay vote is expected to be held in 2025.

Each year, our Committee works closely with the Company’s leadership to refine our executive compensation program, to clearly articulate its objectives to our executives and to emphasize our focus on performance-based compensation so that executives are rewarded for results that create long-term shareholder value.

In a typical year, a meaningful percentage of each NEO’s target total direct compensation is variable, consisting of STI awards and LTI awards. The actual amounts realized from the incentive awards depend on performance results, consistent with our belief that a substantial percentage of each NEO’s compensation should be tied to Company performance. The charts below reflect information for all reported NEOs. The mix of target compensation for 2023 for Mr. Amato and the average for the other NEOs are as follows:

 

The main elements of our compensation structure and how each supports our compensation philosophy and objectives are summarized in the following chart:

The Board-designed governance process expressly delegates to the Committee the responsibility to determine and recommend to the Board Mr. Amato’s compensation, as well as exclusively make all decisions regarding compensation for other executive officers, which generally encompasses all of our NEOs on an annual basis.

The Committee is composed entirely of independent directors, none of whom derives a personal benefit from the compensation decisions the Committee makes. Although the Committee does have responsibility for Board compensation matters, all such decisions are subject to full Board approval. The Board and Committee recognize the importance of executive compensation decisions to the management and shareholders of the Company.

The role of the Committee is to oversee compensation and benefit plans and policies, review and approve equity grants and administer share-based plans, and review and approve annually all compensation decisions relating to the Company’s directors (which decisions are subject to Board approval) and executive officers, including Mr. Amato. See “Summary of Key Compensation Decisions and Outcomes for 2023” for a summary of Committee decisions and outcomes during 2023.

Certain senior executives provide information used by the Committee in the compensation decision-making process. Specifically, Mr. Amato provides input to the Committee regarding corporate and division performance goals and results. He also reviews with the Committee the performance of the executive officers who report directly to him and makes recommendations to the Committee regarding their compensation.

When the Committee makes NEO pay decisions, the Committee carefully considers management’s input, but is not bound by its recommendations in making its final pay program decisions.

Meridian, as the Committee’s external executive compensation consulting firm, is retained by and reports directly to the Committee.

The use of an outside consultant is an important component of our compensation setting process, as it enables the Committee to make informed decisions based on market data and best practices. Representatives from Meridian attend Committee meetings, meet with Committee members in executive session and consult with the Committee to provide input with regard to executive compensation based on the Committee’s assessment of performance.

Meridian has no affiliations with any of the NEOs or members of the Board other than in its role as an outside consultant. The Committee has been advised that Meridian has in place policies and procedures designed to prevent conflicts of interest and after applying such policies and procedures, determined that no conflict of interest existed in performing consulting services for the Company. Meridian does not provide any other services to the Company. All work performed by Meridian, whether with the Committee directly or with management at the direction of the Committee, requires pre-approval by the chair of the Committee. The Committee has assessed the independence of Meridian, as required under Nasdaq listing rules.

In 2023, Meridian assisted the Committee in evaluating and approving its peer group used to assess executive and director compensation, provided insight into market practices with respect to short- and long-term incentive plan designs (including vehicles, metrics and annual equity usage), and advised on the changing landscape of regulatory and disclosure requirements, including the SEC Pay vs. Performance disclosure requirement in effect for 2023. Additionally, Meridian worked with the Committee to determine market competitive CEO and other NEO compensation opportunities based on information gleaned from SEC filings of similarly-sized peer companies and survey data.

The Committee annually reviews a comparative peer group to help ensure it remains reasonable for use for assessing competitive compensation practices. The Committee takes into account changes in the size, scope, financial performance, ownership structure and business focus of the Company and the peer companies. The peer group is comprised of companies in comparable ranges of revenue, market capitalization and a ratio of revenue to market capitalization, as well as similar reasonable alignment with TriMas’ profile. The yearly review and selection of peer companies is intended to help ensure that the data used for evaluating executive compensation remains robust and flexible, so as to provide relevant, meaningful data as the Company and its market counterparts continue to grow and change.

In its annual review of the appropriateness of our peer group, the Committee determined changes were necessary for the 2023 peer group. Due to mergers and acquisitions activity, and a review of comparable industry profiles, the Committee removed SPX FLOW, Inc. and added Kaman Corporation due to its business characteristics and relevance to TriMas Aerospace. The peer group’s 12 month revenue (June 2021 to June 2022) generally ranged from 50% to 380% of the Company’s 12 month revenue (June 2021 to June 2022). The Company believes these changes more closely align the composition of the peer group to provide an appropriate point of comparison for pay decisions, as this group includes a more similar set of companies with which TriMas competes for customers, market share and talent.

The following table identifies the 16 companies in our peer group for 2023:

2023 Peer Group

The Committee made compensation decisions for 2023 using peer group data from peer company proxy statements and survey data. The Committee referenced the Willis Towers Watson 2022 General Industry Executive Compensation Survey data, a large compensation survey of hundreds of companies (both public and private) in various industries. We did not select the constituent companies comprising this survey group, and the component companies’ identities were not a material factor in the applicable compensation analysis. With Meridian’s assistance, in March 2023, the Committee reviewed Messrs. Amato, Mell and Salik and Mses. Robin and Stress’ base salaries, STI opportunities and LTI opportunities against the comparative pay data. For this analysis, we generally consider compensation to be competitive with the market if it falls within plus or minus 10% of the market median for target cash compensation (salary + target STI) and plus or minus 15% of the market median for target total direct compensation (salary + target STI + target LTI values). Mr. Amato’s target total direct compensation was 8% below the market median, with his base salary and target cash compensation 15% and 18%, respectively, below the market median, and his LTI 4% above the market median. Mr. Mell’s target total direct compensation was 5% below the market median, with his base salary and target cash compensation 10% and 9%, respectively, below the market median, and his LTI 11% above the market median. Mr. Salik’s target total direct compensation was 14% below the market median, with his base salary, target cash compensation and LTI 15%, 14% and 16%, respectively, below the market median. Ms. Robin’s target total direct compensation was 32% below the market median, with her base salary, target cash compensation and LTI 24%, 28% and 56%, respectively, below the market median. Ms. Stress’ target total direct compensation was 36% below the market median, with her base salary, target cash compensation and LTI 28%, 28% and 50%, respectively, below the market median.

The Committee sets compensation levels based on general business conditions, tenure in the NEO’s role, the importance of placing higher value on performance-based compensation and taking into account the comparative pay data described above. For 2023, the Committee increased each executive officer’s total direct compensation in light of these factors as described in detail below.

Description of the material elements of our 2023 executive compensation program are provided in the following paragraphs.

Base salaries for our NEOs are generally established based on the scope of their responsibilities, prior relevant experience and skills, and competitive market pay levels. The Committee believes that executive base salaries should generally be competitive with the size-adjusted median salaries for executives in comparable positions at the peer companies. We believe that providing competitive salaries is key to our ability to successfully attract and retain talented executives.

Each year, the Committee considers whether to grant merit increases and/or market-based adjustments to the Company’s NEOs. In doing so, it considers several factors such as individual responsibilities, Company and individual performance, experience and alignment with market levels.

Based on the foregoing considerations, the Committee approved the following salary adjustments in 2023 based on general market movement for Mr. Amato, Mr. Mell and Mr. Salik and comparative pay data for Ms. Robin and Ms. Stress:

The goal of the STI is to support our overall business objectives by aligning Company performance with the goals of shareholders and focusing attention on the key measures of success. The STI also plays a key role in ensuring that our annual cash compensation opportunities remain competitive.

Target Awards. Each of our NEOs had a target STI opportunity for the year that was expressed as a percentage of base salary. Due to general market movement, Mr. Mell’s target incentive award increased from 65% in 2022 to 70% in 2023, Ms. Robin’s target incentive award increased from 55% in 2022 to 60% in 2023 and Ms. Stress’ target incentive award increased from 45% in 2022 to 55% in 2023. The 2023 target incentive award percentage remained unchanged from 2022 for all other NEOs. Target awards for 2023 are shown in the following chart:

Depending on the performance results achieved, actual awards generally can vary as a percent of target from 0% to a maximum of 200%.

Each year, the Committee approves the specific performance metrics for that year’s STI program and the relative weightings based on the importance of each measure to the Company’s fiscal year financial results. If the designated target level for a performance metric is attained, the STI award will pay out at 100% for that metric. The threshold is the lowest level of performance below which no payment is made for that specific component. If performance for a metric is between the identified threshold and the maximum, the actual payout is determined based on the achievement of milestones within a matrix, with the distance between the milestones pre-determined depending on the respective metric.

2023 STI Performance Measures. The following underlying performance metrics were selected for the NEOs’ 2023 STI awards as indicated below:

For 2023, the specific underlying performance goals and actual achievements were as follows: (dollars in millions):

Award Determination and Payouts. In February 2024, the Committee determined and certified the degree to which the underlying STI goals for the prior year were achieved, which actual results are highlighted in the table above. As a result, our NEOs earned the following STI payouts in cash for 2023 performance:

Our long-term equity program is designed to reward the achievement of long-term business objectives that benefit our shareholders through stock price increases, thereby aligning the interests of our executives with those of our shareholders.

Under the 2023 Long-Term Incentive Award Program (“2023 LTI”), equity awards were granted to our NEOs under the 2017 Equity and Incentive Compensation Plan in order to promote the achievement of the Company’s strategic goals. The Committee granted PSUs and RSUs to our NEOs, to be settled in shares, with PSUs accounting for 60% and RSUs accounting for 40% of the overall 2023 LTI target award value for Mr. Amato, PSUs accounting for 50% and RSUs accounting for 50% of the overall 2023 LTI target award value for Messrs. Mell and Salik and PSUs accounting for 32% and RSUs accounting for 68% of the overall 2023 LTI target award value for Mses Robin and Stress.

Each year the Committee reviews the competitiveness of executive compensation as well as the form of various components of compensation. The Committee determined that beginning in 2023, Mr. Amato’s equity award should be 60% PSUs and 40% RSUs to better align with performance of the Company, and to be more in line with competitive market practices.

In determining the total value of the 2023 LTI award opportunity for each NEO, the Committee reviewed survey data provided by Meridian regarding competitive award levels and considered each participant’s total compensation targets and level of responsibility within the organization. The Committee determined to increase Mr. Amato’s annual LTI award by $300,000, increase Mr. Mell’s annual LTI award by $25,000, increase Ms. Robin’s annual LTI award by

$180,000, increase Ms. Stress’ annual LTI award by $205,000 and increase Mr. Salik’s annual LTI award by $100,000.

The approved target 2023 LTI grants for our NEOs are as follows:

The dollar values listed in the above chart for all NEOs for the RSUs and PSUs were converted into a whole number of units based on the Company’s closing stock price on March 10, 2023, of $29.02 per share, with a grant date of March 11, 2023. The 2023 RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award.

Dividend equivalents are accrued with respect to RSUs at the same time as dividends are paid on the Company’s Common Stock. However, the value of these dividend equivalents is not paid unless and until the RSUs actually vest and are settled.

The 2023 PSU awards are designed to be earned based on the achievement of specific performance measures over a period of three calendar years. For the 2023-2025 cycle that began on January 1, 2023, and ends on December 31, 2025, 50% of the PSU award is earned based on Cash RONA performance during the 2025 fiscal year, and 50% is earned based on EPS CAGR performance, during the applicable performance period. The total Cash RONA PSUs and EPS CAGR PSUs earned shall be subject to modification based on RTSR performance. The Committee approved Cash RONA as a performance measure, which measure is the net adjusted operating profit after income taxes (“NOPAT”) plus acquisition-related amortization expense, divided by average net assets employed (net working capital plus property and equipment plus goodwill and other intangible assets). The Company uses its long-term expected effective tax rate of 23% in the calculation of NOPAT for all periods to eliminate potential volatility in year-to- year results from tax planning strategies which may impact the measurement of operating returns. The calculation of achieved Cash RONA is to exclude the impact of any acquisition that closes during the Performance Period. The Committee also approved EPS CAGR as a performance measure, which measure is the cumulative average growth rate of the diluted earnings per share from continuing operations as reported in the Company’s income statement within the applicable Form 10-Q and Form 10-K, plus or minus Special Items that may occur from time to time that the Committee believes should adjust the as-reported results for measurement of performance. The Committee approved RTSR as a performance modifier and the use of the S&P SmallCap 600 Industrials Index as the peer group for the performance measurement comparison.

The tables below detail the threshold, target and maximum performance target and opportunity for each metric. If, upon the conclusion of the performance period, Cash RONA or EPS CAGR falls between performance levels, straight-line mathematical interpolation is used to determine the initial percentage earned (but no portion of the award is earned for performance below the threshold level of Cash RONA).

The table below details how the achievement of each metric will be adjusted by the RTSR percentage modifier. If, upon the conclusion of the performance period, RTSR performance for the performance period falls between two levels, the RTSR percentage modifier shall be 100%.

The total number of PSUs earned shall be a percentage of the PSUs (rounded down to the nearest whole number of PSUs) equal to the product of (A) 50% of the sum of the Initial EPS CAGR Percentage and the Initial Cash RONA Percentage, multiplied by (B) the RTSR Percentage Modifier.

Based on the degree to which the performance goals are met, any PSUs earned for the 2023-2025 performance period would be paid in 2026.

Dividend equivalents are credited with respect to PSUs at the same time as dividends are paid on the Company’s Common Stock. However, the value of these dividend equivalents is not paid unless and until performance goals are met with respect to the PSUs and such earned PSUs are settled.

The following information is provided to describe the performance goals for the 2021 PSU awards, granted March 11, 2021, the actual results relative to such performance goals and how the Company calculated the payout amount for each 2021 PSU award.

The 2021-2023 cycle PSU awards provided to Mr. Amato, Mr. Salik and Ms. Stress (the participating NEOs for such award) in 2021 consisted of performance-based opportunities, of which 50% could be earned based on the achievement of the Company’s RTSR percentile rank against the S&P SmallCap 600 Industrials Index, and 50% could be earned based on EPS CAGR performance, in each case for a performance period beginning January 1, 2021, to December 31, 2023. Overall achievement could vary from 0% to 200% of the target award (assuming maximum performance), with no portion of the award earned with respect to a metric if performance fell below the threshold level for that metric.

The RTSR and EPS CAGR performance levels, achieved results, and resulting percentage of target award achieved for the 2021 PSU awards are summarized in the following tables. If performance was above the threshold level for either metric but between performance levels shown in the applicable table, the payout percentage was determined based on straight-line mathematical interpolation.

The 2021 PSUs for Mr. Amato, Mr. Salik and Ms. Stress were not earned as RTSR and EPS CAGR did not meet threshold performance levels and were forfeited. Mr. Mell and Ms. Robin did not participate in the 2021 PSUs award.

Consistent with our overall philosophy, the NEOs are eligible to participate during their service to the Company in benefit plans that are available to substantially all the Company’s U.S. employees. These programs include participation in our medical, dental, vision, group life, accidental death and dismemberment insurance programs, and the Company’s retirement program (comprised of a 401(k) savings plan). The TriMas Corporation Salaried Retirement Program (the “Plan”) is designed to reward continued employment with the Company and assist participants with financial preparation for retirement. Under the Plan, the Company provides a matching contribution of 75% of the participant’s first 5% of eligible compensation contributed, up to a maximum of 3.75% of their eligible compensation. Company matching contributions are immediately vested.

The Company’s executive retirement program provides senior managers with retirement benefits in addition to those provided under the Company’s qualified retirement plans. The Company offers this additional program to enhance total executive pay so that it remains competitive in the market. The Company funds a Rabbi Trust for our obligations under this program. Trust assets are subject to the claims of the Company’s creditors in the event of bankruptcy.

The Compensation Limit Restoration Plan (“CLRP”) provides benefits to senior managers, including our NEOs, in the form of Company contributions which would have been payable under the Company match component of the Plan but for tax code limits on the amount of pay that can be considered in a qualified plan. There are no employee contributions permitted under this plan. Company contributions under the CLRP vary as a percent of eligible compensation based on the employee’s elective deferrals into the qualified plan.

In lieu of any other Company-provided perquisites, the Company currently has in place a Flexible Cash Allowance Policy. Under this program, participating executives receive a quarterly cash allowance. Eligibility for the cash

allowances, and the amounts, are periodically reviewed by the Committee. Mr. Amato does not participate in this program. Quarterly cash payments are made at the start of each fiscal quarter.

For fiscal year 2023, Messrs. Mell and Salik and Mses. Robin and Stress each received a $25,000 cash allowance.

The NEOs are covered by the Company’s Executive Severance/Change in Control Policy (“Severance Policy”). For more information about the operation of the Severance Policy, please see the “Post-Employment Compensation” section below. The following is a description of the Severance Policy in effect at the end of 2023 for our NEOs. In general, the Severance Policy provides that the Company will make severance payments to a participating executive if his or her employment is terminated under certain qualifying circumstances, including termination without cause or for good reason both before or after a change in control of the Company. The Severance Policy does not provide for any excise tax gross-ups; however, it provides for payments otherwise due upon a change in control to be reduced to ensure that none are subject to the golden parachute excise tax. The Severance Policy provides important financial protection to the participants in exchange for non-compete and non-solicit covenants for the duration of an executive’s employment and a period following termination, and a requirement that an executive execute a release of claims in favor of the Company in order to receive any benefits under the Severance Policy. The Committee believes that offering this program is consistent with market practices, helps ensure the Company can both attract and retain executive talent, and will assist with management stability and continuity in the face of a possible business combination.

The Committee periodically reviews the Severance Policy to evaluate both its effectiveness and competitiveness and to determine the value of potential payments.

The Committee focuses on risk mitigation in the design and implementation of the Company’s compensation practices. The Committee seeks to properly balance maximizing shareholder value creation, maintaining a strong pay for performance relationship and providing for business risk mitigation. The Committee and management believe that the Company maintains appropriate compensation policies and practices and that they do not give rise to risks that are reasonably likely to have a material adverse effect on the Company or encourage excessive risk taking. The Committee notes the employee compensation program includes a number of risk mitigation strategies, as detailed in the following chart:

To further align the interests of executives with those of shareholders, the Committee adopted stock ownership guidelines for certain executive officers. The guidelines are expressed as a multiple of base salary, as set forth below:

As of March 31, 2023, Mr. Amato was in compliance with the stock ownership guidelines, and we view Messrs. Mell and Salik and Mses. Robin and Stress as on a path to timely compliance. New executives designated as participants have five years from the time they are named to a qualifying position to meet the ownership guidelines. Adherence to these guidelines will be evaluated each year on the last trading day of the first quarter, using the executive’s base salary and the value of the executive’s holdings and stock price on such day. Once an executive attains the required ownership level, the executive will not be considered non-compliant solely due to subsequent stock price declines as long as the executive continues to hold at least the number of shares the executive held as of the measurement date until the guideline ownership is again achieved.

Generally, Common Stock owned or beneficially owned by the executive, service-vesting restricted stock or restricted stock units, and vested, in-the-money stock options count toward satisfaction of the guidelines. Before satisfying the guidelines, an executive must hold at least 50% of shares acquired from equity compensation awards (generally, after recognition of shares or cash used for tax withholding or to pay the exercise price of an option).

The Committee has the discretion to consider non-compliance with the guidelines in determining whether or the extent to which future equity awards should be granted and may require all stock attained through Company grants be retained until the guidelines are satisfied.

The Company’s anti-hedging policy prohibits our directors and executive officers, including NEOs, from engaging in any transaction that is designed to hedge or offset any decrease in the market value of the Common Stock, including transactions in puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds. This policy includes Common Stock held directly or indirectly by a director or executive officer, as well as any Common Stock granted to a director or executive officer by the Company as part of the compensation of a director or executive officer. The policy also prohibits our directors and executive officers from engaging in short sales related to the Common Stock. Under the policy, directors and executive officers are prohibited from pledging shares of Common Stock.

In 2023, in light of new rules promulgated by Nasdaq and SEC requirements, the Board adopted a compensation clawback policy (the “Clawback Policy”) to comply with the new requirements. In general, the Clawback Policy requires the Company to recover, in a reasonably prompt manner, covered compensation erroneously awarded to a covered officer in the event of an accounting restatement, without regard to any taxes paid. “Covered compensation” is generally the amount of incentive-based compensation received by a covered officer (including the NEOs), during an applicable three fiscal-year recovery period immediately preceding an accounting restatement trigger date, that exceeds the amount of incentive-based compensation that would have been received by such covered officer during such period had it been determined based on the relevant restated amounts. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested (on or after October 2, 2023) based wholly or in part on the attainment of one or more financial reporting measures, and “financial reporting measure” includes stock price and total shareholder return. A “covered officer” is any current or former “Section 16 officer” of the Company (within the meaning of Rule 16a-1(f) under the Exchange Act), as determined by the Board or the Compensation Committee. Under the Clawback Policy, the Company generally is not required to recover such excess compensation if the Compensation Committee has made a determination that recovery would be impracticable and (1) the Company has

already attempted to recover such amount but the direct expense paid to a third party to assist in enforcing the Clawback Policy would exceed the amount to be recovered, (2) recovery would violate applicable home country law that was adopted prior to November 28, 2022, or (3) recovery would likely cause an otherwise tax qualified retirement plan to fail to meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable regulations. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of such recovered compensation.

The Compensation Committee of the Board of TriMas Corporation has reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, it has recommended to the Board that the Compensation Discussion and Analysis be included in the 2024 Proxy Statement and in the Annual Report on Form 10- K of TriMas Corporation filed for the fiscal year ended December 31, 2023.

The undersigned members of the Compensation Committee have submitted this report to the Board.

The Compensation Committee

The following table summarizes the total compensation paid to or earned by the NEOs in 2023, 2022 and 2021, as applicable: