The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of TriMas Corporation (the "Corporation") shall:
- Discharge the responsibilities of the Board relating to compensation of the Corporation's executive officers and directors;
- Provide general oversight of the Corporation's compensation structure, including equity compensation and benefits programs;
- Review the Compensation Discussion and Analysis required under the Securities and Exchange Commission ("SEC") rules and regulations and prepare the Committee report required by SEC rules to be included in the proxy statement and/or annual report on Form 10-K;
- Oversee the management continuity and succession planning process with respect to the CEO and other executive officers of the Corporation; and
- Perform such other duties and responsibilities as are enumerated in and consistent with this charter.
Composition and Qualifications
The Committee shall be comprised of three or more members of the Board. Each member of the Committee shall satisfy any then applicable independence and other requirements, standards and qualifications as may from time to time be required by the SEC, the NASDAQ Listing Rules and Regulatory Requirements ( the "NASDAQ" Rules), and any other applicable regulatory bodies.
Committee members shall not accept directly or indirectly any consulting, advisory or other compensatory fee from the Corporation or any subsidiary thereof. Compensatory fees shall not include: (a) fees received as a member of the Committee, the Board or any other Board committee; or (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Corporation (provided that such compensation is not contingent in any way on continued service).
In determining whether a director is eligible to serve on the Committee, the Board must consider whether the director is affiliated with the Corporation, a subsidiary of the Corporation or an affiliate of a subsidiary of the Corporation to determine whether such affiliation would impair the director's judgment as a member of the Committee.
Appointment and Removal
The members of the Committee shall be appointed by the Board, upon the recommendation of the Governance and Nominating Committee of the Board, to serve at the pleasure of the Board and until their successors shall be duly appointed and qualified, or until their earlier death, resignation, retirement, disqualification or removal from office. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
The members of the Governance and Nominating Committee of the Board shall, by majority vote, recommend to the Board a Chairperson of the Committee. The Chairperson shall be a voting member of the Committee. The Chairperson will chair all meetings and set the agendas for Committee meetings in consultation with the other members of the Committee, the Board and management.
Delegation to Subcommittees
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to subcommittees of the Committee, including a subcommittee that (a) is comprised solely of members of the Committee who are (i) "non-employee directors" within the meaning under Rule 16b-3 of the Securities Exchange Act of 1934 and (ii) "outside directors" for the purposes of Section 162(m) of the Internal Revenue Code, and (b) has its own published charter and, to the extent not expressly reserved to the Committee by the Board or by applicable law, rule or regulation, to any other committee of the Board of the Corporation appointed by it, which may or may not be composed of members of the Committee.
The Committee shall hold regularly scheduled meetings each year with such frequency as the Committee determines necessary or appropriate. The Chairperson of the Board or any member of the Committee may request a meeting of the Committee. All meetings may be held telephonically and as otherwise permitted by the bylaws of the Corporation and applicable law. A majority of the members of the Committee shall constitute a quorum and a majority of the members in attendance when a quorum is present shall decide any matter properly brought before the Committee. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee in advance of each meeting to permit meaningful review.
The Committee may invite to its meetings such other persons as it deems appropriate in order to carry out its responsibilities and duties. The Committee may also exclude from its meetings such persons as it deems appropriate in order to carry out its responsibilities and duties, including such persons whose performance or compensation is being discussed or determined.
The following functions shall be the common recurring activities of the Committee in carrying out its purposes outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal and other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the resources and authority appropriate to discharge its oversight role, including the authority to retain advisors at the Corporation's expense. The Committee shall have the sole authority to approve the reasonable fees payable to such advisors, the termination of any such advisors and any other terms of retention.
Compensation and Benefit Programs
- Review and approve the Corporation's overall executive officer compensation philosophy and the compensation and programs to support the Corporation's overall business strategy and objectives.
- Review and approve corporate goals and objectives relevant to the compensation of the chief executive officer ("CEO") and other executive officers, including annual performance objectives.
- Evaluate the performance of the CEO, and review the CEO's evaluation of the Corporation's other executive officers, in light of such corporate goals and objectives. Based on such evaluation, review and approve the annual salary, bonus, equity awards, stock awards, other incentive awards and other benefits of the CEO and other executive officers. With respect to the CEO, such evaluation, review and approval will be made by the Committee with any input desired by the Committee from other members of the Board who meet applicable independence requirements of the NASDAQ Rules. The CEO may not be present during voting or deliberations by the Committee on his or her compensation. Nothing herein is intended to preclude discussion of CEO compensation by the full Board.
- Review the Corporation's policies on structuring compensation programs for executive officers to preserve or maximize tax deductibility to the extent it deems advisable and, as and when required, establish and certify the attainment of performance goals pursuant to Section 162(m).
- Review and recommend to the full Board, or approve as permissible, any contracts or amendments thereto and any other transactions with current, former or prospective executive officers of the Corporation and any non-independent director, including consulting agreements, employment contracts, severance or termination agreements.
- Review and recommend to the full Board, or approve as permissible, the compensation and benefits provided by the Corporation to its directors.
- Consistent with the second paragraph of this Article IV, have the specific responsibilities and authority necessary to comply with Rule 10C-1(b)(2), (3) and (4)(i)-(vi) under the Securities Exchange Act of 1934 relating to the: (a) authority to retain compensation consultants, independent legal counsel and other compensation advisers; (b) authority to fund such advisers; and (c) responsibility to consider certain independence factors before selecting such advisers, other than in-house legal counsel. In addition, the Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or other consultants, as it deems appropriate, without seeking approval of the Board.
- Review and recommend to the full Board, or approve as permissible, the Corporation's executive officer benefit and compensation plans, and material amendments to existing plans.
- Review and recommend to the full Board, or approve as permissible, the Corporation's incentive-compensation plans and equity-based plans in which executive officers or directors participate, as well as material amendments to existing plans.
- Review and approve all awards of stock, stock options and other incentive compensation awards pursuant to the Corporation's equity-based plans with respect to the CEO and such other executive officers of the Corporation as the Committee may deem appropriate.
- Develop and oversee compliance by the executive officers and directors with the Corporation's equity ownership guidelines and periodically review such guidelines.
- Approve bonus awards under Corporation bonus plans with respect to the CEO and such other executive officers of the Corporation as the Committee may deem appropriate.
- Perform duties delegated to it by the Board under any executive officer compensation and benefit plans.
- Consider the Corporation's compensation programs for executive officers in light of the potential that such programs may cause behavior that exposes the Corporation to inordinate or unnecessary risk.
- Review and approve the Corporation's peer companies for purposes of evaluating the Corporation's compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements.
- Review and consider the results of the Company’s most recent stockholder advisory vote on executive compensation.
Investment Policy for Defined Benefit and Other Applicable Plans
- Review management's investment and cash management policies for applicable employee defined benefit and other benefit plans and related investment performance.
Continuity and Succession Planning
- Review and recommend to the full Board, or approve as permissible, the continuity and succession plans for the position of chief executive officer.
- Review and discuss with the CEO the continuity and succession plans for the other executive officer positions.
- Review and discuss with management the Compensation Discussion and Analysis required under the SEC rules, recommend to the Board based on such review and discussion whether the Compensation Discussion and Analysis should be included in the Corporation's proxy statement and/or annual report on Form 10-K, and prepare the Committee Report required by SEC rules to be included in the Corporation's proxy statement and/or annual report on Form 10-K.
- Report to the Board at the Board's next regularly scheduled meeting or as soon thereafter as reasonably practicable following meetings of the Committee and recommend action by the Board as appropriate. The report to the Board may be an oral report by the Chairperson or any other Committee member.
- Maintain minutes or other records of meetings and activities of the Committee as appropriate under Delaware law.
The Committee shall conduct, pursuant to the self-evaluation process developed by the Governance and Nominating Committee of the Board, and present to the Board an annual performance evaluation of the Committee. The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval.
Approved by the TriMas Board of Directors, effective November 5, 2015.