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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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TriMas Corporation
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NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
To be held May 10, 2018

To the Shareholders of TriMas Corporation:

The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (the “Company”) will be held on Thursday, May 10, 2018 at TriMas Corporation Headquarters, located at 38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan 48304, at 8:00 a.m. Eastern Time for the following purposes to:

1. elect three directors to serve until the Annual Meeting of Shareholders in 2021;
2. ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;
3. approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”); and
4. transact other business as may properly come before the meeting.

We encourage you to read this proxy and our 2017 Annual Report, and to visit our website at www.trimascorp.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.

/s/ Samuel Valenti
/s/ Thomas A. Amato
Samuel Valenti III
Thomas A. Amato
Chairman of the Board
President and Chief Executive Officer

Bloomfield Hills, Michigan

This notice of Annual Meeting, proxy statement, and form of proxy are being distributed and made available on or about April 2, 2018.

Even if you intend to be present at the Annual Meeting in person, please sign and date the enclosed 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2018
 
The Proxy Statement and 2017 Annual Report of TriMas Corporation are available at: http://ir.trimascorp.com

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Corporate Headquarters
38505 Woodward Avenue, Suite 200
Bloomfield Hills, Michigan 48304

PROXY STATEMENT
FOR 2018 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement contains information regarding the 2018 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 Thursday, May 10, 2018 at TriMas Corporation Headquarters, located at 38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan 48304. The Company’s Board of Directors (the “Board”) has fixed the close of business on March 13, 2018 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 first mailed this proxy statement to its shareholders on or about April 2, 2018. The Company will bear the cost of soliciting proxies.

PROXY SUMMARY

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.

General Information
Meeting: Annual Meeting of Shareholders
Meeting Location: TriMas Corporation Headquarters, 38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan 48304
Date: 8:00 a.m. Eastern Time on Thursday, May 10, 2018
Record Date: March 13, 2018
Common Shares Outstanding as of Record Date: 45,926,794
Stock Symbol: TRS
Stock Exchange: NASDAQ
Registrar and Transfer Agent: Computershare
State and Year of Incorporation: Delaware (1986)
Corporate Website: www.trimascorp.com
Investor Relations Website: http://ir.trimascorp.com
Corporate Governance
Board Meetings in Fiscal 2017: 5
Standing Board Committees (Meetings in Fiscal 2017): Audit 6; Compensation 3; and Governance and Nominating 2
Separate Chair and CEO: Yes
Board Independence: 7 of 8 directors
Independent Directors Meet without Management: Yes
Staggered Board: Yes
Shareholder Rights Plan: No
Simple Majority to Amend Charter and Bylaws: Yes
Director and Officer Share Ownership Guidelines: Yes
Hedging, Pledging and Short Sale Policy: Yes

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Items to be Voted On
Board Recommendation
Proposal 1: Elect three directors
FOR ALL
Proposal 2: Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018
FOR
Proposal 3: Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”)
FOR
Executive Compensation
CEO: Thomas A. Amato (age 54; tenure as CEO of more than one year)
Fiscal 2017 CEO Total Direct Compensation:
Base Salary: $625,000; Target Short-Term Incentive: $625,000; Target Long-Term Incentives: $2,000,034
Key Elements of our Executive Compensation Program for Fiscal 2017:
Base Salary: Represented 19% of our CEO's target compensation and, on average, 31% of our other NEOs' target compensation for 2017.
Short-Term Incentive: Annual incentive focused on corporate financial metrics that are directly tied to our annual business plan. Metrics include operating profit and cash flow generation. This represented 19% of our CEO’s target compensation and, on average, 19% of our other NEOs’ target compensation for 2017.
Long-Term Equity Incentives:50% performance stock units ("cliff" vesting; shares earned, if any, based on relative total shareholder return and earnings per share cumulative average growth rate over a three-year period) and 50% service-based restricted stock units (generally vest in three equal installments on the first three anniversaries of award grant date) for our NEOs. Long-term equity incentives represented 62% of 2017 target compensation for our CEO and 50% for our other NEOs (on average).
Recoupment Policy: Yes
Fiscal 2017 Highlights
• Increased net sales approximately 3.0% to $817.7 million, as sales increased in all four reportable segments
• Increased operating profit to $88.5 million, while improving operating profit margin
• Increased net cash provided by operating activities by 49.2% to $120.1 million
• Reduced total debt by $71.6 million, or 19.1%, to $303.1 million
• Reduced leverage ratio to 1.9x as defined by our current credit agreement
• Ended 2017 with $359.7 million of cash and aggregate availability
• Refinanced debt, extending the maturity date to 2025 and locking-in fixed rate debt at favorable long-term rates

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TriMas Corporation

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board is divided into three classes, each class consisting of approximately one-third of the Company’s directors. Class III directors’ terms will expire at the Annual Meeting. Messrs. Nick L. Stanage, Daniel P. Tredwell and Samuel Valenti III have consented to stand for re-election to serve until the 2021 Annual Meeting of Shareholders. If any 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.

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE THREE DIRECTORS LISTED BELOW WHO STANDS FOR RE-ELECTION, TO SERVE UNTIL THE 2021 ANNUAL MEETING.

Vote Required

The three 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 (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 the resignation. A proxy card marked “Withhold” 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.

Directors and Director Nominees

The Board currently consists of eight members divided into three classes serving staggered terms.

Name
Title
Committees*
Term
Ending
Class(2)
Nick L. Stanage(1)
Director
A, C, G
2018
III
Daniel P. Tredwell(1)
Director
A, C, G
2018
III
Samuel Valenti III(1)
Chair of the Board
A, C**, G
2018
III
Nancy S. Gougarty
Director
A, C, G
2019
I
Thomas A. Amato
Director, President and Chief Executive Officer
N/A
2019
I
Richard M. Gabrys
Director
A**, C, G
2020
II
Eugene A. Miller
Director
A, C, G**
2020
II
Herbert K. Parker
Director
A, C, G
2020
II
* A = Audit Committee; C = Compensation Committee; G = Governance and Nominating Committee
** Chair of Committee
(1) Standing for re-election at the Annual Meeting.
(2) Class III term expires at the Annual Meeting; Class I term expires at the 2019 Annual Meeting of Shareholders (“2019 Annual Meeting”); Class II term expires at the 2020 Annual Meeting of Shareholders.
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TriMas Corporation

Director Background, Experience and Qualifications

The following sets forth the business experience during at least the past five years of each director nominee and each of the directors whose term of office will continue after the Annual Meeting.

In addition, the following includes a brief discussion of the specific 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 and description 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 seven independent directors in accordance with the applicable independence rules of 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.

Experience/Qualifications
Stanage
Tredwell
Valenti
Gougarty
Amato
Gabrys
Miller
Parker
Leadership
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
Finance/Accounting
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
Industry/Global Operations/
Industrial Manufacturing
 
x
 
 
x
 
 
 
 
 
x
 
 
x
 
 
 
 
 
 
 
 
x
 
Public Relations
 
 
 
 
x
 
 
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government
 
 
 
 
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Strategy/Portfolio Structuring
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
International
 
x
 
 
x
 
 
 
 
 
x
 
 
x
 
 
 
 
 
 
 
 
x
 
Governance/Risk Management
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
Succession/Leadership Development
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
Investor
 
x
 
 
x
 
 
x
 
 
x
 
 
x
 
 
 
 
 
x
 
 
x
 
Engineering
 
x
 
 
 
 
 
 
 
 
x
 
 
x
 
 
 
 
 
 
 
 
 
 
Capital Allocation
 
x
 
 
x
 
 
x
 
 
 
 
 
x
 
 
 
 
 
 
 
 
x
 
Executive Compensation
 
x
 
 
x
 
 
x
 
 
 
 
 
x
 
 
 
 
 
x
 
 
 
 
Sales/Marketing
 
x
 
 
 
 
 
 
 
 
x
 
 
x
 
 
 
 
 
 
 
 
 
 
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PROPOSAL 1 – ELECTION OF DIRECTORS


Nick L. Stanage
Director since 2013
Age: 59


   
 
Professional Experience
In November 2009, Mr. Stanage joined Hexcel Corporation, a worldwide manufacturer of advanced material solutions, carbon fiber, reinforcement fabrics and tooling materials, as president. In 2012, he became chief operating officer and in 2013 he was appointed chief executive officer. Prior to joining Hexcel, Mr. Stanage served as president of the heavy vehicle products group at Dana Holding Corporation, a manufacturer of high quality automotive product solutions, from 2005 to 2009. From 1986 to 2005, Mr. Stanage held positions of increasing responsibility in engineering, operations and marketing with Honeywell Inc. (formerly AlliedSignal Inc.), a provider of energy, chemical and mechanical technology solutions. Mr. Stanage holds a Bachelor of Science in Mechanical Engineering from Western Michigan University and a Master of Business Administration from Notre Dame.
Other Boards and Appointments
In August 2013, Mr. Stanage joined the board of directors of Hexcel and in January 2014, he was appointed board chair.
Director Qualifications
Mr. Stanage brings extensive knowledge and experience in executive leadership, and operational and management issues relevant to manufacturing environments. He has subject matter expertise in global restructuring, program and project management, customer relationship management, production and executive compensation.

Daniel P. Tredwell
Director since 2002
Age: 60


   
 
Professional Experience
Mr. Tredwell is one of the co-founders and managing member of CoveView Advisors LLC, an independent financial advisory firm, and CoveView Capital LLC, a credit opportunities investment fund, since 2009. He also served as managing member of Heartland Industrial Partners, L.P., an investment firm, since 2006. He has nearly three decades of private equity and investment banking experience. Mr. Tredwell served as a managing director at Chase Securities Inc., an investment banking, security brokerage, and dealership service company (and predecessor of J.P. Morgan Securities, Inc.), until 1999 and had been with Chase Securities since 1985. Mr. Tredwell earned a Master of Business Administration from the Wharton School at the University of Pennsylvania and a Bachelor of Arts from Miami University in Ohio.
Other Boards and Appointments
Mr. Tredwell is a director of Companhia de Tecidos Norte De Minas (Coteminas) and Springs Global Participações S.A., each of which are Brazil based manufacturers of textiles and textile products. From 2001 to 2013, Mr. Tredwell served on the board and as chair of the compensation committee of Springs Industries, Inc. (a window blinds business), and from 2000 to 2010, he served on the board of Metaldyne Corporation, and was also a board and audit committee member for its successor, Asahi Tec Corporation of Japan, each designers and suppliers of metal formed components.
Director Qualifications
Mr. Tredwell has extensive knowledge and subject matter expertise in corporate strategy, finance, banking, acquisitions and divestitures, economics, asset management and business development. Through his membership on the board of directors of several global corporations (including as the chair of audit and compensation committees), Mr. Tredwell also brings expertise in risk management, executive compensation, crisis management, corporate oversight and audit.
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TriMas Corporation


Samuel Valenti III
Chair and Director since 2002
Age: 72


   
 
Professional Experience
Mr. Valenti is currently chair and chief executive officer of Valenti Capital LLC. Mr. Valenti was employed by Masco Corporation, a home improvement and building products manufacturer, from 1968 through 2008. From 1988 through 2008, Mr. Valenti was president and a member of the board of Masco Capital Corporation, and was vice president-investments of Masco Corporation from 1974 to 1998.
Other Boards and Appointments
Mr. Valenti was appointed to the board of Horizon Global Corporation (“Horizon”), a manufacturer of towing, trailering and cargo management components, in June 2015, serving as co-chair of the board from June 2015 until June 2016. He also serves as a member of the audit, compensation, and nominating and governance committees of Horizon. Horizon was previously a subsidiary of the Company that became an independent public company pursuant to a spin-off that was effective as of June 30, 2015 (the “Spin Off”). Mr. Valenti was named a director of American Axle & Manufacturing Holdings, Inc., a manufacturer of automotive driveline and drivetrain components and systems, in October 2013. He also serves as the lead director and a member of the audit committee, the nominating/corporate governance committee, the compensation committee and the executive committee for American Axle. Mr. Valenti is the former chair of the investment advisory committee of the State of Michigan retirement system and served on the Harvard Business School Advisory Council. He currently serves on the advisory council at the University of Notre Dame and the advisory board at the University of Michigan Business School Zell-Lurie Institute. Mr. Valenti is a member of Business Leaders for Michigan and serves as chair of the Renaissance Venture Capital Fund.
Director Qualifications
As chair of the Company’s board since 2002 and as an executive of Masco for 40 years, Mr. Valenti has extensive knowledge and expertise in the management of diversified manufacturing businesses and subject matter expertise in the areas of finance, economics, acquisitions and divestitures, corporate governance and asset management.

Nancy S. Gougarty
Director since 2013
Age: 62


   
 
Professional Experience
In July 2016, Ms. Gougarty became chief executive officer and a director of Westport Fuel Systems, Inc., a producer of natural gas engines and fuel system components for on and off-highway commercial vehicles, as well as passenger automobiles. From July 2013 to July 2016, Ms. Gougarty was president and chief operating officer of Westport Innovations, a global leader in alternative fuel, low-emissions transportation technologies. Ms. Gougarty served as the vice president for TRW Automotive Corporation, a worldwide automotive supplier, operations in the Asia-Pacific region from 2008 to 2012. Joining TRW in 2005, her previous positions included vice president of product planning, business planning and business development, and vice president of braking, electronics and modules for Asia Pacific. Ms. Gougarty has held additional leadership positions in the automotive sector, including managing director for General Motors’ joint venture in Shanghai, director for Delphi Packard, Asia Pacific, global account director for General Motors, and vice president for Delphi Automotive Systems, Japan and Korea.
Other Boards and Appointments
Ms. Gougarty joined the Westport Innovations board of directors in February 2013 and resigned in July 2013 upon her appointment as Westport Innovations’ president and chief operating officer. Ms. Gougarty is currently a director of AB SKF, a leading global technology provider.
Director Qualifications
Ms. Gougarty has extensive operational leadership experience and expertise directing the development and implementation of strategic and operational plans and international operations. She also brings extensive subject matter expertise in managing acquisitions and divestitures.
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PROPOSAL 1 – ELECTION OF DIRECTORS


Thomas A. Amato
President, CEO and Director since 2016
Age: 54


   
 
Professional Experience
Mr. Amato has served as president, chief executive officer and a director of the Company since July 2016. Mr. Amato brings more than 25 years of broad industrial experience, having served in several leadership positions at global, multi-billion dollar businesses. From October 2009 through December 2015, he served as chair, chief executive officer and president of Metaldyne, LLC, an engineered products manufacturing company, and from August 2014 through December 2015, as co-president and chief integration officer of Metaldyne Performance Group, a global manufacturing company. Prior to leading Metaldyne, LLC in October 2009, he served as chair, chief executive officer, and president of Metaldyne Corporation, a global components manufacturer, and co-chief executive officer of Asahi Tec Corporation, a Japanese casting and forging company. Prior to this, Mr. Amato worked at MascoTech in positions of increasing responsibility, including as vice president of corporate development at the Company. Mr. Amato obtained a Master of Business Administration from the University of Michigan and a Bachelor of Science in Chemical Engineering from Wayne State University.
Other Boards and Appointments
In March 2017, Mr. Amato joined the board of directors of Ametek, Inc. From June 2008 until May 2012, Mr. Amato served as a director of Asahi Tec Corporation, at the time a publicly traded company on the Tokyo Stock Exchange. He has also served on the board of directors of three privately held companies: Wolverine Tube, Continental Structural Plastics and Unifrax.
Director Qualifications
Mr. Amato has extensive knowledge and experience in executive leadership, industrial operations and financial transactions. His breadth of experience provides him with subject matter expertise in international operations, investor relations, business portfolio development and management, and acquisitions and divestitures.

Richard M. Gabrys
Director since 2006
Age: 76


   
 
Professional Experience
Mr. Gabrys has served as the president and chief executive officer of Mears Investments, LLC, a private family investment company, since 2005. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years, where he served a variety of public companies, financial services institutions, public utilities and health care entities. Mr. Gabrys was vice chair of Deloitte’s United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. During his tenure with Deloitte, he also served as the managing partner of the firm’s Michigan practice. From 2006 to 2007, Mr. Gabrys served as the interim dean of the School of Business Administration of Wayne State University.
Other Boards and Appointments
From 2005 to May 2017, Mr. Gabrys served on the board of directors of CMS Energy Company, an integrated energy company, where he also served as chair of the audit committee, a member of the executive committee, and a member of the governance and public responsibility committee. From 2006 to 2016, Mr. Gabrys served on the board of directors of La-Z-Boy Inc., a furniture manufacturer and retailer, where he also served as the lead director and a member of the audit committee and governance committee from 2011 to 2015. From 2007 to 2011, he served on the board of Massey Energy Company, a coal producer. Mr. Gabrys also serves on the boards of several non-profit organizations, including the Karmanos Cancer Institute, where he has been Board Chair since 2015, Alliance for Safer Streets in Detroit (Crime Stoppers), Detroit Regional Chamber, and the Detroit Institute of Arts. He is a member of the advisory board of Renaissance Venture Capital Fund, an affiliate of Business Leaders for Michigan, a non-profit executive leadership organization.
Director Qualifications
Mr. Gabrys has extensive knowledge and expertise in financial reporting, accounting, and Sarbanes-Oxley compliance for public companies. His experiences serving as a director of other significant corporations contribute to his leadership skills, the breadth of his experience in auditing, finance, and other areas of risk oversight as well as experience in acquisitions and divestitures. Mr. Gabrys continues to maintain an active CPA license in Michigan.
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TriMas Corporation


Eugene A. Miller
Director since 2005
Age: 80


   
 
Professional Experience
Mr. Miller is the retired chair and chief executive officer of Comerica Incorporated and Comerica Bank, a financial services company operating principally in Michigan, Texas, California, Arizona and Florida. He served as chief executive officer from 1993 to 2002 prior to which time he held various positions of increasing responsibilities including president and chief administrative officer, chief financial officer, and chief investment officer. He started with the company in 1955.
Other Boards and Appointments
Mr. Miller was a director of DTE Energy from 1989 to 2013 and served at various times as lead director, chair of the organization and compensation committee, and chair of the governance committee. He was a director of Handleman Company and served as chair of the compensation committee. Since 2002, he has served on the board of McKinley Associates, a private company specializing in multi-family rental properties, and is currently the board chair. Mr. Miller has led many Detroit community organizations serving as chair of the Community Foundation of Southeast Michigan, the United Way of Southeast Michigan, the McGregor Fund, Detroit Renaissance, the Detroit Medical Center and the Cranbrook Educational Community.
Director Qualifications
Mr. Miller has extensive knowledge and expertise in management, finance, acquisitions and divestitures, and executive compensation matters related to public companies. His experiences serving as chair and chief executive officer of Comerica Incorporated and as a public company director also provide him with subject matter expertise in risk management, finance, and professional standards.

Herbert K. Parker
Director since 2015
Age: 59


   
 
Professional Experience
Mr. Parker is the retired executive vice president – operational excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. Mr. Parker joined Harman International in June 2008 as executive vice president and chief financial officer, and held the position of executive vice president - operational excellence from January 2015 through March 2016. Previously, Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the chief financial officer of the global automation division from 2002 to 2005 and the Americas region from 2006 to 2008. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker graduated from Lee University with a Bachelor of Science in Accounting.
Other Boards and Appointments
Mr. Parker served as a director of TMS International Corporation, the largest provider of outsourced industrial services to steel mills in North America, from February 2012 until October 2014.
Director Qualifications
Mr. Parker has extensive experience in financial reporting, accounting and Sarbanes-Oxley compliance for public companies. His experience serving as a financial executive with multiple public companies provides him with subject matter expertise in acquisitions (including the integration process) and divestitures, capital asset allocation, restructuring and realigning operational functions, and other areas of risk oversight. Due to Mr. Parker’s non-U.S. based professional assignments, he has significant experience in international matters.

On April 13, 2016, the Company and Engaged Capital, LLC (“Engaged”) and various parties affiliated with Engaged entered into an Amended and Restated Agreement (“Agreement”) revising the terms of the Settlement Agreement dated as of February 24, 2015. Under the terms of the Agreement, the Company agreed, among other things, that the Company’s Board would take all necessary actions to re-nominate

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PROPOSAL 1 – ELECTION OF DIRECTORS

Herbert Parker on the Company’s slate for election as a Class II director at the 2017 Annual Meeting of the Company’s shareholders and to recommend, support and solicit proxies for the election of Mr. Parker in the same manner as for the Company’s other nominees standing for election to the Board at the 2017 Annual Meeting of the Company’s shareholders.

Engaged is also subject to standstill provisions under the Agreement. Such provisions generally remain in effect until 10 days prior to the expiration of the advance notice period for the nomination of directors at the Company’s 2019 Annual Meeting (the “Standstill Period”). These provisions restrict Engaged’s ability to engage in certain proxy solicitations, make certain shareholder proposals, call meetings of shareholders, solicit consents from shareholders, obtain additional representation on the Board, or seek to remove any of the Company’s directors.

The Agreement further provides that, during the Standstill Period, except as specified in the Agreement, Engaged will cause all shares of Common Stock then beneficially owned by Engaged or its affiliates to be present for quorum purposes and to be voted as recommended by the Board on any matter to be voted on at any annual meeting of shareholders during the Standstill Period.

The Board of Directors and Committees

Since June 2002, the Company has separated the roles of the Board chair and chief executive officer. The Board believes that separating these roles offers distinct benefits to the Company, including curtailing the potential for conflict of interest and facilitating objective Board evaluation of the Company’s management. Mr. Valenti has served as Board chair since 2002 and has been an independent director since November 2008.

Board of Directors Risk Management Functions

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. 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 and chief compliance officer as determined from time to time by the Audit Committee. Each of the Compensation Committee and the Governance and Nominating Committee considers risk issues associated with the substantive matters addressed by the committee.

During 2017, the Board held five meetings, the Audit Committee held six meetings, the Compensation Committee held three meetings, and the Governance and Nominating Committee held two meetings.

Corporate Governance

The Company’s Board of Directors currently consists of eight directors, divided into three classes as equal in number as possible. 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 a three year term at the annual meeting in the year in which their term expires.

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. Gabrys, Miller, Parker, Stanage, Tredwell and Valenti, and Ms. Gougarty are “independent” from management in accordance with the Nasdaq listing standards and the Company’s Corporate Governance

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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. With respect to Mr. Valenti, who is also a member of the board of directors of Horizon, the Board determined that his service on the board of directors of Horizon does not impair his independence after giving consideration to the transitional relationships between the companies that were put in place in connection with the Spin-Off, including pursuant to a Separation and Distribution Agreement, a Tax Sharing Agreement, an Employee Matters Agreement, a Transition Services Agreement, and a Noncompetition and Nonsolicitation Agreement. If discussions arise regarding current or future relationships between the Company and Horizon, Mr. Valenti would not participate in such discussions or any related Board approvals. With respect to Mr. Tredwell, the Board considered that the Company has agreed to pay certain fees related to an ongoing environmental matter to Heartland Industrial Partners, L.P. (in an amount less than $120,000).

During 2017, all current directors 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 2017 Annual Meeting of Shareholders attended the 2017 Annual Meeting. All directors are expected to attend all meetings, including the annual meeting. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the president and chief executive officer and other members of management on matters that 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 more information regarding the Company’s Board and other corporate governance procedures, see “Corporate Governance.” 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.trimascorp.com, in the Corporate Governance subsection of the Investor page. The Audit Committee last updated its charter on November 5, 2015.

Each of the directors on the Audit Committee is financially literate. The Board has determined that each of Messrs. Gabrys, Miller, Parker and Tredwell qualifies as an “audit committee financial expert” within the meaning of Securities and Exchange Commission (“SEC”) regulations and that each member on the Audit

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PROPOSAL 1 – ELECTION OF DIRECTORS

Committee has the accounting and related financial management expertise required by the Nasdaq listing standards and that 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.trimascorp.com, in the Corporate Governance subsection of the Investors page. The Compensation Committee last updated its charter on November 5, 2015. 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.” 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.

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, 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 may also work with a third-party search firm to identify potential candidates to serve on the Board. 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 corporate 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 2019 Annual Meeting?” for more information.

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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.trimascorp.com, in the Corporate Governance subsection of the Investors page. The Governance and Nominating Committee last updated its charter on November 5, 2015.

Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is or was previously an employee of the Company. Ms. Gougarty and Messrs. Gabrys, Miller, Parker, Stanage, Tredwell and Valenti are the current members of the Company’s Compensation Committee.

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 75th 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.

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DIRECTOR COMPENSATION

The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board with respect to that compensation, as appropriate. 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 Board compensation, provided the election is made prior to the fiscal year in which the deferral is effective.

Annual Cash Retainer and Meeting Fees. For 2017, each independent director received an annual cash retainer of $100,000 and a meeting fee of $1,000 for each Board or committee meeting attended. 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 $125,000, $15,000, $10,000, and $5,000, respectively.

The Company implemented a director retainer share election program effective January 1, 2014, 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 2017, three of the seven independent directors (Ms. Gougarty and Messrs. Miller and Parker) elected to defer receipt of all or part of their Board compensation.

Equity Compensation. As part of the independent directors’ annual compensation package, each independent director receives an annual grant on March 1st of restricted stock units with a grant date fair market value of $100,000 (subject to rounding), with each grant generally subject to the director’s continued service on the Board for a one-year vesting period. In March 2017, the Company made the annual grant to each of the 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, 2017, 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 reimburses all directors for expenses incurred in attending Board and committee meetings. The Company does not provide any perquisites to directors.

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2017 Director Compensation Table

Name
Fees Earned
or Paid in Cash
($)(1)
Stock
Awards
($)(2)
Total
($)
Samuel Valenti III
 
251,000
 
 
99,981
 
 
350,981
 
Richard M. Gabrys
 
131,000
 
 
99,981
 
 
230,981
 
Nancy S. Gougarty
 
115,000
 
 
99,981
 
 
214,981
 
Eugene A. Miller
 
121,000
 
 
99,981
 
 
220,981
 
Herbert K. Parker
 
113,000
 
 
99,981
 
 
212,981
 
Nick L. Stanage
 
116,000
 
 
99,981
 
 
215,981
 
Daniel P. Tredwell
 
115,000
 
 
99,981
 
 
214,981
 
(1) Ms. Gougarty and Messrs. Miller and Parker elected to defer 100%, 50%, and 100%, respectively, of their 2017 fees earned as permitted under the Company’s Director Retainer Share Election Program.
(2) The amounts in this column reflect the grant date fair value (computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, Topic 718) of the service-based restricted stock units granted to our non-employee directors during 2017. Messrs. Valenti, Gabrys, Miller, Parker, Stanage and Tredwell, and Ms. Gougarty each received 4,347 restricted stock units effective on March 1, 2017. These awards were granted under the Company’s 2011 Omnibus Incentive Compensation Plan and vested one year from the date of grant (because the directors did not terminate service on the Board prior to the vesting date).

The table below sets forth as to each non-employee director the aggregate number of stock options and restricted stock units outstanding as of December 31, 2017. All of the stock options set forth in the table are fully vested.

Name
Option Awards
Stock Awards
Samuel Valenti III
 
 
 
4,347
 
Richard M. Gabrys
 
28,427
 
 
4,347
 
Nancy S. Gougarty
 
 
 
4,347
 
Eugene A. Miller
 
28,427
 
 
4,347
 
Herbert K. Parker
 
 
 
4,347
 
Nick L. Stanage
 
 
 
4,347
 
Daniel P. Tredwell
 
 
 
4,347
 

Corporate Governance

The Board has adopted Corporate Governance Guidelines, a copy of which can be found at the Company’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investors page. These guidelines address, among other things, director responsibilities, qualifications (including independence) and 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. Effective January 1, 2012, the Board adopted a revised 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.trimascorp.com, in the Corporate Governance subsection of the Investors page. All amendments to the Company’s Code of Conduct, if any, will be also 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: Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan 48304.

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DIRECTOR COMPENSATION

Communicating with the Board

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:

forward the communication to the director or directors to whom it is addressed (matters addressed to the chair of the Audit Committee will be forwarded unopened directly to the Audit Committee chair);
attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board or an individual member (e.g., the communication is a request for information about the Company or is a stock-related matter); or
not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

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.trimascorp.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 regularly scheduled meeting; other communications will be made available to directors at any time upon their request.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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:

1. The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2017 with the Company’s management;
2. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 issued by the Public Company Accounting Oversight Board (“PCAOB”);
3. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding its independence; and
4. Based on the review and discussions referred to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the SEC.

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

The Audit Committee
Richard M. Gabrys, Chair
Nancy S. Gougarty
Eugene A. Miller
Herbert K. Parker
Nick L. Stanage
Daniel P. Tredwell
Samuel Valenti III

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2018.

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, 2018.Deloitte served as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2017 and December 31, 2016. 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, 2018, unless specified otherwise.

Fees Paid to Independent Auditor

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, 2017 and 2016, respectively, and fees for other services rendered during those periods.

 
2017
($)
2016
($)
Audit Fees
 
1,030,000
 
 
1,100,000
 
Audit-related Fees
 
100,000
 
 
 
Tax Fees
 
570,000
 
 
330,000
 
All Other Fees
 
 
 
 
Total
 
1,700,000
 
 
1,430,000
 

Audit and Audit-Related Fees

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 $1.0 million for 2017 and $1.1 million for 2016. In 2017, audit-related fees of $0.1 million were incurred primarily related to procedures performed in connection with the Company’s debt refinance.

Tax Fees

The Company engaged Deloitte to assist with its U.S. tax compliance reviews beginning in 2016. Tax fees in 2017 include amounts incurred in connection with assistance in assessing the potential impacts of tax reform

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on the Company’s current and future results. Except for the amounts disclosed above, there were no tax fees billed by Deloitte during 2017 or 2016, 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 2017 and in 2016 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.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

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 2017 and 2016, 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:

1. Deloitte will not be engaged to provide any services that may compromise its independence under applicable laws and regulations, including rules and regulations of the SEC and the PCAOB;
2. Deloitte and the Company will enter into engagement letters authorizing the specific audit-related services or non-audit services and setting forth the cost of such services;
3. The Company is authorized, without additional Audit Committee approval, to engage Deloitte to provide (a) audit-related and tax services, including due diligence and tax planning related to acquisitions where Deloitte does not audit the target company, to the extent that the cost of such engagement does not exceed $250,000, (b) due diligence and tax planning related to acquisitions where Deloitte audits the target company, to the extent the cost of such engagement does not exceed $20,000, and (c) services not otherwise covered by (a) or (b) above to the extent the cost of such engagements does not exceed $150,000; provided, however, that the aggregate amount of all such engagements under (a), (b) and (c) may not exceed $350,000 in any calendar quarter; and
4. The Chair of the Audit Committee will be promptly notified of each engagement, and the Audit Committee will be updated quarterly on all engagements, including fees.
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PROPOSAL 3 - APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

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 2017 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 2017 after considering these voting results. The Company previously adopted a triennial Say-on-Pay vote program and prior Say-on-Pay votes took place at the 2014 and 2017 Annual Meetings of Shareholders, during each of which over 99% of the shareholders who voted on or abstained with respect to the Say-on-Pay proposal (disregarding broker non-votes) approved our Say-on-Pay resolution.

At its first meeting held after our 2017 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 2017 Say-on-Pay vote. The Compensation Committee also has continued to monitor voting policy changes adopted by our institutional shareholders and their advisors since 2017, and expects to continue to take those voting policies into account when considering changes to our executive compensation program.

2017 Compensation Program Highlights

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:

A substantial percentage of each NEO’s target total direct compensation is variable, and consists of incentives that can be earned for achieving annual and long-term performance goals. Our program is weighted toward pay-for-performance and variable compensation to reinforce our philosophy of compensating our executives when they and the Company are successful in ways that support shareholder interests.
Each year, the Compensation Committee establishes performance measures intended to focus executives on the most important Company objectives.
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In determining the compensation components for each NEO for 2017, the Compensation Committee generally focused on market values at the size-adjusted median of our peer group. The market information is considered a reference point rather than policy for reviewing competitiveness.
Our expectations for stock ownership align executives’ interests with those of our shareholders, and all of the NEOs have exceeded their requirements.
The Company’s clawback policy permits the Compensation Committee to recoup or rescind variable compensation to executives, including NEOs, under certain situations, including restatement of financial results.
Our Compensation Committee has retained an independent compensation consultant to advise it with respect to executive and non-employee director compensation matters.
We do not have employment agreements with our executives.
We do not permit “underwater” stock options or stock appreciation rights to be repriced without stockholder approval.
The Company’s anti-hedging policy prohibits the Board of Directors and the Company’s executives, including NEOs, from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Common Stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds.
The Company’s anti-pledging policy prohibits the Board of Directors and the Company’s executives, including NEOs, from pledging with respect to the Company’s Common Stock.

Shareholder Support

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 2019 Annual Meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

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

each person known by us to beneficially own more than 5% of the Common Stock;
each of the Company’s directors and director nominees;
each of the NEOs; and
all of the Company’s directors and executive officers as a group.

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 45,926,794 shares outstanding.

 
Shares Beneficially
Owned
Name and Beneficial Owner
Number
Percentage
Wellington Management Group LLP(1)
280 Congress Street, Boston, MA 02210
 
5,149,143
 
 
11.3
%
The Vanguard Group(2)
100 Vanguard Blvd, Malvern, PA 19355
 
3,842,610
 
 
8.4
%
Fiduciary Management, Inc.(3)
100 E. Wisconsin Ave., #200, Milwaukee, WI 53202
 
2,915,637
 
 
6.4
%
BlackRock, Inc.(4)
55 East 52nd Street, New York, NY 10055
 
2,907,675
 
 
6.4
%
Dimensional Fund Advisors LP(5)
Bldg. One, 6300 Bee Cave Rd., Austin, TX 78746
 
2,520,366
 
 
5.5
%
Thomas A. Amato(6)(7)
 
78,393
 
 
%
Richard M. Gabrys(6)(7)
 
60,043
 
 
%
Nancy S. Gougarty(6)(7)
 
21,339
 
 
%
Eugene A. Miller(6)(7)
 
100,688
 
 
%
Herbert K. Parker(6)(7)
 
27,670
 
 
%
Joshua A. Sherbin(6)(7)
 
81,848
 
 
%
Nick L. Stanage(6)(7)
 
21,815
 
 
%
Daniel P. Tredwell(6)(7)
 
20,658
 
 
%
Samuel Valenti III(6)(7)
 
27,616
 
 
%
Robert J. Zalupski(6)(7)
 
65,257
 
 
%
All executive officers and directors as a group (10 persons)(6)(7)
 
505,327
 
 
1.1
%
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(1) Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 14, 2018 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP (“Wellington”). As of December 29, 2017, Wellington had shared voting power with respect to 4,114,311 shares of Common Stock and shared dispositive power with respect to 5,149,143 shares of Common Stock.
(2) Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 7, 2018 by The Vanguard Group, Inc. (“Vanguard Group”). As of December 31, 2017, Vanguard Group had sole voting power with respect to 49,996 shares of Common Stock, sole dispositive power with respect to 3,788,956 shares of Common Stock, shared voting power with respect to 7,679 shares of Common Stock, and shared dispositive power with respect to 53,654 shares of Common Stock. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 45,975 shares of Common Stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 11,700 shares of Common Stock as a result of its serving as investment manager of Australian investment offerings.
(3) Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 12, 2018 by Fiduciary Management, Inc. (“Fiduciary Management”). As of December 31, 2017, Fiduciary Management had sole voting power with respect to 2,502,237 shares of Common Stock and sole dispositive power with respect to 2,915,637 shares of Common Stock.
(4) Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on January 23, 2018 by BlackRock, Inc. (“BlackRock”). As of December 31, 2017, BlackRock had sole voting power with respect to 2,817,023 shares of Common Stock and sole dispositive power with respect to 2,907,675 shares of Common Stock.
(5) Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP (“Dimensional Fund”). As of December 31, 2017, Dimensional Fund had sole voting power with respect to 2,416,961 shares of Common Stock and sole dispositive power with respect to 2,520,366 shares of Common Stock as a result of acting as investment adviser to various investment companies registered under the Investment Company Act of 1940.
(6) Set forth in the table includes options to purchase shares granted under the TriMas Corporation 2006 Long Term Equity Incentive Plan, as amended, and the TriMas Corporation 2011 Omnibus Incentive Compensation Plan, as amended (the “Amended 2011 Plan”), that are currently exercisable. See below for further detail.
 
Amato
Gabrys
Gougarty
Miller
Parker
Sherbin
Stanage
Tredwell
Valenti
Zalupski
Stock Options
 
50,000
 
 
28,427
 
 
 
 
28,427
 
 
 
 
 
 
 
 
 
 
 
 
 
(7) Each director and NEO owns less than one percent of the outstanding shares of the Common Stock and securities authorized for issuance under equity compensation plans.

Equity Compensation Plan Information

Plan category
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(1)(a)
Weighted-average
exercise price of
outstanding options,
warrants and
rights(2)(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)(3))
(c)
Equity compensation plans approved by security holders
 
1,268,596
 
$13.19
 
 
2,023,261
 
Equity compensation plans not approved by security holders
 
 
 
 
 
 
(1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards.
(2) Restricted stock units and performance-based awards are not taken into account in the weighted-average exercise price as such awards have no exercise price.
(3) As of December 31, 2017, includes shares available for future issuance under the 2017 Equity and Incentive Compensation Plan, including for awards other than options and rights.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, officers, and greater than 10% shareholders (if any) to file reports of ownership and changes in ownership with respect to our securities with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers and greater than 10% shareholders regarding the necessity of filing reports. With the exception of one Section 16(a) report with respect to two transactions that was filed for Robert J. Zalupski one day late due to administrative oversight, we believe that all of our officers, directors, and greater than 10% shareholders complied with all applicable Section 16(a) filing requirements for 2017 with respect to the Company.

Executive Officers

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

Name
Age
Title
Thomas A. Amato
 
54
 
Director, President and Chief Executive Officer
Robert J. Zalupski
 
59
 
Chief Financial Officer
Joshua A. Sherbin
 
54
 
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

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

Robert J. Zalupski. Mr. Zalupski was appointed the Company’s chief financial officer in January 2015. Previously, he served as vice president, finance and treasurer of the Company since 2003. He joined the Company as director of finance and treasury in 2002, prior to which he worked in the Detroit office of Arthur Andersen. From 1996 through 2001, Mr. Zalupski was a partner in the audit and business advisory services practice of Arthur Andersen providing audit, business consulting and risk management services to both public and privately held companies in the manufacturing, defense and automotive industries. Prior to 1996, Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately held clients in a variety of industries.

Joshua A. Sherbin. Mr. Sherbin was appointed the Company’s general counsel and corporate secretary in 2005, vice president and chief compliance officer in May 2008, and senior vice president in March 2016. Prior to joining the Company, he was employed as the North American corporate counsel and corporate secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was senior counsel, assistant corporate secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with the law firm Butzel Long in its general business practice.

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TRANSACTIONS WITH RELATED PERSONS

Policy for Review, Approval or Ratification of Transactions with Related Parties

Pursuant to its written charter, the Audit Committee is responsible for reviewing reports and disclosures of insider and affiliated party transactions and monitoring compliance with the Company’s written Code of Conduct, which requires employees to disclose in writing any outside activities, financial interests, relationships or other situations that do or may involve a conflict of interest or that present the appearance of impropriety.

Pursuant to the written charter of the Governance and Nominating Committee and the written Corporate Governance Guidelines, members of the Board must properly notify the president and chief executive officer and the Chair of the Governance and Nominating Committee if any actual or potential conflict of interest arises between the Company and such member. After notification, the Board will evaluate and resolve the matter in the best interest of the Company upon recommendation of the Governance and Nominating Committee.

It is also the Company’s policy, that the Audit Committee review and approve all transactions (other than those that are de minimis in nature) in which the Company participates and in which any related person has or will have a direct or indirect material interest. In reviewing and approving such transactions, the Audit Committee obtains all information it believes to be relevant to a review and approval of the transaction. After consideration of the relevant information, the Audit Committee approves only those related person transactions that are determined not to be inconsistent with the best interests of the Company.

In addition, the Company’s credit facility contains covenants that restrict the Company’s ability to engage in transactions that are at prices and on terms and conditions not less favorable to the Company than could be obtained at an arm’s-length basis from unrelated parties. Such covenants influence the Company’s policy for review, approval and ratification of transactions with related parties.

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EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes and analyzes the executive compensation program in place at the Company for our NEOs for 2017, which NEOs (our only executive officers serving during 2017) are:

(1) Thomas A. Amato - President and Chief Executive Officer;
(2) Robert J. Zalupski - Chief Financial Officer; and
(3) Joshua A. Sherbin - Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary.

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

Our compensation philosophy and objectives for our NEOs in 2017;
The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant, and management in the 2017 executive compensation process;
The key components of our 2017 executive compensation program and the successes and achievements our program is designed to reward;
How the decisions we made in the 2017 executive compensation process align with our executive compensation philosophy and objectives; and
How our NEOs’ 2017 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests.

2017 Executive Summary

Philosophy and Objectives of Executive Compensation Program

Our executive compensation philosophy is to employ programs that help attract and retain key leaders, motivate executives to continuously strive to improve both our short-term and long-term financial and operating positions, and reward financial and operating achievement by delivering pay that varies appropriately with the actual performance results achieved. 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. The Company attempts to achieve its philosophy and objectives by establishing performance criteria for its executive officers and by linking compensation to financial performance goals.

2017 Highlights

2017 was a transformational year for TriMas. In July 2016, Thomas Amato was appointed president and chief executive officer, and by the end of that year, we launched the new TriMas Business Model (“TBM”) with increased business connectivity and improved analytics to drive future performance. The TBM provides a standardized set of processes used to drive results across our multi-industry businesses. It is a platform to set near- and long-term performance objectives and goals, including safety, financial and talent development, measure against defined objectives, and utilize a reliable communication and escalation process that provides for flexibility and adjustments if market expectations change. We believe the TBM connects our operations, and allows us to benefit from sharing best practices across each of our businesses.

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The TBM helped to drive improvement in our performance in 2017. For example, we rationalized 13 locations, streamlined fixed expenses and selling, general and administrative expenses in certain of our businesses experiencing softer end markets, and increased our focus on optimizing net working capital. We believe these actions provided an economic benefit to us, augmenting our cash conversion characteristics and performance overall. We will continue to rely on the TBM to drive continuous improvement and employee motivation to better manage our operations and to unlock TriMas’ value potential. We believe that these changes, as well as refinement of the Company’s strategies, will position TriMas for continued earnings expansion and enhanced returns.

During 2017, the management team achieved the following, as detailed below:

Increased net sales approximately 3.0% to $817.7 million, as sales increased in all four reportable segments as compared to 2016;
Increased operating profit to $88.5 million, while improving operating profit margin, as compared to an operating loss in 2016;
Increased net cash provided by operating activities by 49.2% to $120.1 million compared to 2016;
Reduced total debt by $71.6 million, or 19.1%, to $303.1 million compared to December 31, 2016;
Reduced our leverage ratio to 1.9x as defined by our current credit agreement and ended 2017 with $359.7 million of cash and aggregate availability under our revolving credit and accounts receivable facilities; and
Refinanced our debt, enhancing our capital structure, while also extending our maturity date to 2025 and locking-in fixed rate debt at favorable long-term rates.

In addition, TriMas’ management team also took several proactive actions in 2017 to enhance our future. We continued to invest in the Packaging segment, adding incremental capacity in the new plant in San Miguel de Allende, Mexico and developing product innovations such as several new lotion pumps and trigger sprayers for e-Commerce applications. In the Aerospace segment, we improved fastener manufacturing efficiencies and on-time delivery, enhancing both sales and profitability. And finally, in the new Specialty Products segment (combining the former Engineered Components and Energy segments), we invested in new forging capacity for steel cylinders and received extension of anti-dumping protection for Department of Transportation-certified steel cylinders. In addition, management continued to proactively reduce costs and improve efficiencies in our energy-facing businesses.

In summary, 2017 was a year of solid, improved performance, as we achieved our internal earnings per share plan and exceeded our cash flow targets. As we move forward throughout 2018, we remain focused on utilizing our TBM to drive performance, enhancing long-term growth through innovation, leveraging enterprise-wide cost optimization opportunities and continuing our relentless commitment to cash conversion to drive long-term shareholder value.

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Executive Compensation Best Practices

Below we highlight certain 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.

Effective Corporate Governance Reinforces Our Compensation Program

 
WHAT WE DO
 
WHAT WE DON’T DO
Pay for Performance - We tie pay to performance. The majority of NEO pay is not guaranteed but is generally conditioned upon the achievement of predetermined financial goals related to corporate and business unit performance.
 
 
No Employment Contracts - We do not have employment contracts with our NEOs.
Mitigate Undue Risk - Our compensation practices are designed to discourage excessive risk-taking as related to performance and payout under our compensation programs.
 
 
No Excise Tax Gross-Ups Upon Change-of-Control - We do not provide for excise tax gross-ups on change-of-control payments.
Reasonable Executive Severance/Change-of-Control Benefits - Our post-employment and change-of-control severance benefits are designed to be consistent with competitive market practice.
 
 
No Repricing Underwater Stock Options or Stock Appreciation Rights Without Shareholder Approval - We do not permit underwater stock options or stock appreciation rights to be repriced without shareholder approval.
Stock Ownership Guidelines - Our guidelines for stock ownership align executives’ interests with those of our shareholders. Each NEO has exceeded this stock ownership requirement.
 
 
No Hedging Transactions, Short Sales or Pledging - Our policies prohibit executives, including the NEOs, and directors from engaging in hedging, short sales or pledging with respect to the Company’s Common Stock.
Regular Review of Share Utilization - We evaluate share utilization by reviewing the dilutive impact of equity compensation on our shareholders and the aggregate shares awarded annually as a percentage of total outstanding shares.
 
 
 
 
Review Tally Sheets - The Committee reviews tally sheets for our NEOs to ensure they have a clear understanding of the impact of various decisions, including possible payments under various termination scenarios prior to making annual executive compensation decisions.
 
 
 
 
Double Trigger Change-of-Control Severance Benefits - Our Executive Severance/Change-of-Control Policy provides for payment of cash severance and vesting of equity awards after a change-of-control only if an executive experiences a qualifying termination of employment within a limited period following the change-of-control.
 
 
 
 
Independent Compensation Consulting Firm - The Committee benefits from its utilization of an independent compensation consulting firm which provides no other services to the Company.
 
 
 
 

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Summary of Key Compensation Decisions and Outcomes for 2017

The key decisions the Committee made for 2017 are summarized below and discussed in greater detail in the remainder of this CD&A:

Base Salary Adjustments

Base pay for the NEOs was not adjusted in 2017.

Short-Term Incentive Program

For fiscal year 2017, the short-term incentive program (“STI”) for our NEOs other than Mr. Zalupski was subject to initial funding based on achievement of a threshold level of recurring operating profit. The Committee then utilized the following underlying performance measures and weightings for our NEOs (including Mr. Zalupski) to evaluate and determine final payouts for the year: operating profit at 70%, and cash flow at 30%.
The target incentive award percentages for Messrs. Zalupski and Sherbin remained unchanged from 2016. Mr. Amato began his participation in our STI for 2017 after joining the Company in July 2016.
Based on Company 2017 performance, the initial funding threshold was satisfied. The 2017 STI payout was earned at 124.2% of target by each of our NEOs.

Long-Term Incentive Program

In 2017, the Committee granted performance stock units (“PSUs”) and service-based restricted stock units (“RSUs”) to the NEOs. For each NEO, his total long-term incentive (“LTI”) target award value was allocated equally between these two vehicles, and all awards earned are settled in shares. In particular:

In February 2017, the Committee approved RSU and PSU awards to the NEOs. The RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award. The PSUs are subject to a performance period of 36 months. These PSU awards are subject to Relative Total Shareholder Return (“RTSR”) and Earnings Per Share Cumulative Average Growth Rate (“EPS CAGR”) performance measures, as further described below.
For previously granted PSUs, the 2015 to 2017 PSU cycle was completed at the end of 2017 and, based on Company performance, the initial funding threshold was satisfied. Based on performance results for the RTSR metric, awards were earned at 126.9% of target and vested on March 1, 2018, as further described below. Mr. Amato did not receive this grant of PSUs in 2015 as he did not join the Company until 2016.

Results and Consideration of 2017 Shareholder Say-on-Pay Vote

At the Annual Meeting of Shareholders held on May 11, 2017, more than 99% of the shareholders who voted on or abstained with respect to the Say-on-Pay proposal (disregarding broker non-votes) approved the compensation of our then-NEOs.

In light of this vote outcome, which was considered by the Committee in its first meeting following the 2017 Annual Meeting of Shareholders, as well as the Committee’s ongoing program evaluation, the Committee views its 2017 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 2017 that were based specifically on the results of our 2017 Say-on-Pay vote.

The Company previously conducted its Say-on-Pay votes every three years. However, a majority of the shareholders who voted on the frequency for future Say-on-Pay votes at the 2017 Annual Meeting of Shareholders approved annual advisory Say-on-Pay votes. In alignment with the shareholder

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recommendation, an advisory vote on the Company’s NEO compensation is currently expected to be submitted to shareholders for vote at every annual meeting. The next advisory Say-on-Pay vote is expected to be held in 2019, and we expect to hold the next required vote on the frequency of future Say-on-Pay votes in 2023.

2017 Executive Compensation Program Description

Overview of Key 2017 Program Elements

Each year, our Committee works closely with the Company’s leadership team 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.

Pay for Performance

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 2017 for Mr. Amato and the average for the other NEOs are as follows:


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

 
Principal 2017 Compensation Elements
 
Element
Description
Performance
Consideration
Primary Objectives
Fixed
Base Salary
Fixed compensation component payable in cash, reviewed annually and subject to adjustment
Based on level of responsibility, experience, knowledge, and individual performance
Attract and retain
Variable
Short-Term Incentive Program
Short-term incentive payable based on performance against annually established goals
Measured by corporate and business unit performance oriented toward short-term financial goals
Promote achievement of short-term financial goals aligned with shareholder interests
Variable
Long-Term Incentive Program
Equity based awards consisting of restricted stock units and performance stock units
Creation of shareholder value and realization of medium and long-term financial and strategic goals
Create alignment with shareholder interests and promote achievement of longer-term financial and strategic objectives
Fixed
Retirement and Welfare Benefits
Retirement plans, health care and insurance benefits
Indirect - executive must remain employed to be eligible for retirement and welfare benefits
Attract and retain
Fixed
Perquisites - Flexible Cash Allowance and Executive Physicals
Quarterly fixed cash payment and executive physicals
Indirect - executive must remain employed to be eligible
Attract and retain

Role of the Compensation Committee

The Board-designed governance process expressly delegates to the Committee the responsibility to determine and approve Mr. Amato’s compensation, as well as to make all decisions regarding compensation for the other NEOs.

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 and other NEOs. See “Summary of Key Compensation Decisions and Outcomes for 2017” for a summary of Committee decisions and outcomes during 2017.

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Input from Management

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 business unit 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. For 2017, Mr. Zalupski also provided input and analysis regarding financial and operating results.

The Committee carefully considers management’s input, but is not bound by their recommendations in making its final pay program decisions.

Independent Compensation Committee Consultant

Meridian Compensation Partners, LLC (“Meridian”), as the Committee’s external executive compensation consulting firm, is retained by and reports directly to the Committee.

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 members as required to provide input with regard to CEO 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.

During 2017, Meridian provided quarterly updates regarding RTSR performance (relative to the S&P SmallCap 600 Capped Industrials Index), prepared estimated pay for performance modeling, provided input on our proxy statement and CD&A, provided an analysis of the historical performance of our peers, reviewed the design of incentives and other programs in place at our peers, and provided input on topics to be included in the Committee’s annual calendar.

Meridian also worked with the Committee to determine market competitive CEO compensation opportunities based on information gleaned from SEC filings of similarly-sized peer companies. Using this information, Meridian provided a set of recommended pay programs for Mr. Amato considered by the Committee.

The Role of Compensation Benchmarking Peer Group Assessment and Use of Survey Data

The Committee annually reviews a comparative peer group to ensure it remains reasonable for use for both pay level and pay design benchmarking purposes. 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 the same or similar Global Industry Classification Standard categories as the Company (Industrial Machinery) that are roughly comparable to the Company in revenue. The yearly selection of peer companies is intended to help ensure that the data used for benchmarking 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 updated the peer group to remove eight companies (specifically, Carlisle Companies Incorporated, Colfax Corporation, Crane Co., Greif, Inc., Silgan Holdings Inc., SPX Corporation, TransDigm Group Incorporated and Flowserve Corp.) and add six companies (specifically, CIRCOR International Inc., Myers Industries Inc., Nordson Corporation,

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RBC Bearings Incorporated, SPX Flow Inc. and Standex International Corporation). These companies were removed or added to align our peer group more appropriately with companies with comparable revenue sizes to ours. The peer group’s 2016 year-end revenue generally ranged from 75% to 290% of the Company’s 2016 year-end revenue.

The following table identifies the 17 companies in our peer group for 2017:

2017 PEER GROUP

Actuant Corporation
Graco Inc.
Aerojet Rocketdyne Holdings, Inc.
IDEX Corporation
Aptar Group Inc.
Myers Industries, Inc.
Barnes Group Inc.
Nordson Corporation
Chart Industries, Inc.
RBC Bearings Incorporated
CIRCOR International, Inc.
SPX Flow, Inc.
Donaldson Company, Inc.
Standex International Corporation
Ducommun Incorporated
Woodward, Inc.
EnPro Industries, Inc.
 

Analysis of Key 2017 Compensation Components and Decisions

The Committee made compensation decisions for 2017 using competitive market data provided by Meridian, benchmarking each of our NEOs’ base salary, STI and LTI against the market data. For this analysis, we consider target compensation that is within plus or minus 10% of the market median for each element of compensation as approximating the median (“Market Range”). Mr. Amato’s target total compensation was 14% below the market median, with his base salary and target STI 17% and 16% below the market median, respectively, and his target LTI within the Market Range. Mr. Zalupski’s target total compensation, base salary and STI were within the Market Range, with only his LTI target above the market median by 25%. Mr. Sherbin’s target total compensation was 11% above the market median, with his base salary and target STI within the Market Range, and his target LTI above the market median by 31%. These compensation levels established relative to market median generally reflect the Committee’s views on general business conditions, each NEO’s tenure in his role, the importance of placing higher value on performance-based compensation, and, with respect to Mr. Amato, the general terms negotiated and agreed upon when he joined the Company in July 2016.

Description of the material elements of our 2017 executive compensation program are provided in the following paragraphs.

2017 Base Salary

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 determined base pay adjustments were not necessary during 2017 and approved the following 2017 salaries for our NEOs:

NEO
Base Salary Rate as of
January 1, 2017
% Increase
Mr. Amato
 
$625,000
 
 
%
Mr. Zalupski
 
$413,000
 
 
%
Mr. Sherbin
 
$400,400
 
 
%
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2017 Short-Term Incentive Compensation Plan

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. The STI awards for 2017 were provided under the Amended 2011 Plan, and for the NEOs other than Mr. Zalupski were initially funded for 2017 based on our achievement of a threshold level of $54.6 million in operating profit. For 2017, our actual recurring operating profit achievement was $106.3 million, and thus the 2017 STI awards for the NEOs other than Mr. Zalupski were initially funded at 200% of target opportunities, subject to reduction to final payout levels as explained further below.

Target Awards. Each of our NEOs had a target STI opportunity for the year that was expressed as a percentage of base salary. Target awards for 2017 are shown in the following chart:

NEO
Target STI
Amount
Target
Award as
Percent of
Salary
Mr. Amato
 
$625,000
 
 
100.0
%
Mr. Zalupski
 
268,450
 
 
65.0
%
Mr. Sherbin
 
240,240
 
 
60.0
%

Depending on the performance results achieved, actual awards generally can vary as a percent of target from a threshold of 0% to a maximum of 200%. As part of the pay package agreed upon with Mr. Amato in 2016, Mr. Amato’s STI eligibility began in 2017.

Performance Measures

Each year, the Committee approves the specific performance metrics for that year’s program, and their relative weightings based on the importance of each applicable measure to the Company for the fiscal year. If the designated target level for each performance metric is attained, the STI award will pay out at 100% for the metric. The threshold is the lowest level of payout 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.

STI Performance Measures. The following underlying performance metrics were selected for the 2017 STI for the NEOs:

Operating Profit - 70%. This measure rewards based on performance in recurring operating profit. Recurring operating profit means earnings before interest, taxes and other income/expense, and excludes certain non-recurring items (cash and non-cash) which may include, but are not limited to, income/expenses related to business restructuring, cost savings projects, debt refinancing, changes in accounting principles and asset impairments (collectively “Special Items”). This measure of profitability was selected because it is viewed as a leading indicator of our ability to effectively manage our costs throughout the business cycle.
Cash Flow - 30%. Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, (4) downward for capital expenditures, cash interest and cash taxes, and (5) up or down for the cash impact of any Special Items. Managing our cash generation capabilities and use of cash is an important measure of our ongoing liquidity and stability.
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For 2017, the specific underlying performance goals and actual achievements were as follows (dollars in millions):

 
 
 
 
 
 
 
 
 
 
 
Metric
 
Threshold
Target
Maximum
Actual
2017
Results(1)
Weighting
Payout
%
 
 
Operating
Profit
Performance Goal
 
$92.8
 
 
$109.2
 
 
$128.1
 
 
$106.3
 
 
70
%
64.2%
 
 
 
 
Payout as % of Target
 
60
%
 
100
%
 
200
%
 
91.8
%
 
 
 
 
 
 
 
Cash Flow
Performance Goal
$55.2
 
 
$65.0
 
 
$85.2
 
 
$100.2
 
 
30
%
60.0%
 
 
 
 
Payout as % of Target
 
60
%
 
100
%
 
200
%
 
200
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
124.2%
(1) Actual 2017 results were determined on a constant currency basis, using currency rates defined at the time the measures were approved. This is intended to evaluate the operating performance of each performance measure relative to targeted levels, and remove the positive or negative impact of changes in foreign currencies relative to the U.S. dollar during the year.

Award Determination and Payouts. In December 2017, based on its evaluation of 2017 performance, the Committee approved and authorized aggregate payouts of at least $4 million of the annual incentive awards for annual incentive award recipients, including the NEOs. In February 2018, 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 tables above. As a result, our NEOs earned the following STI payouts for 2017 performance:

NEO
Target Award as
Percent of
Base Salary
Target STI
Amounts
STI Payout as
% of Total
Target Award
STI
Earned
and Paid
in Cash(1)
Mr. Amato
 
100.0
%
 
$625,000
 
 
124.2
%
 
$776,250
 
Mr. Zalupski
 
65.0
%
 
268,450
 
 
124.2
%
 
333,415
 
Mr. Sherbin
 
60.0
%
 
240,240
 
 
124.2
%
 
298,378
 
(1) Amounts earned by the NEOs are paid in cash.

Long-Term Incentive Program

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.

2017 Long-Term Incentive Awards

Under the 2017 Long-Term Incentive Award Program (“2017 LTI”), equity awards were granted to our NEOs and certain other eligible participants under the Amended 2011 Plan in order to promote the achievement of the Company’s strategic goals. The Committee granted RSUs and PSUs to our NEOs, to be settled in shares, with each vehicle accounting for 50% of the overall 2017 LTI target award value. As part of the pay package agreed upon with Mr. Amato in 2016, Mr. Amato’s annual LTI eligibility began in 2017. The Committee determined no adjustments to the target levels were necessary for the other NEOs from 2016.

The 2017 LTI award sizes as a percentage of each NEO’s base salary were as follows:

NEO
2017 LTI
Award as a
% of Base
Salary
Mr. Amato
 
320%
Mr. Zalupski
 
170%
Mr. Sherbin
 
150%

As discussed above, in determining the total value of the 2017 LTI award opportunity for each executive, 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.

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The approved target 2017 LTI grants for our NEOs are as follows:

Name
RSUs
($ Value)
2017-2019
Cycle PSUs
($ Value)
Mr. Amato
 
$1,000,017
 
 
$1,000,017
 
Mr. Zalupski
 
350,014
 
 
350,014
 
Mr. Sherbin
 
300,012
 
 
300,012
 

The dollar values listed in the above chart for the RSUs and PSUs were converted into a number of units based on the Company’s closing stock price on March 1, 2017 of $23.00. The 2017 RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award.

The 2017 PSU awards were designed to be earned generally based on the achievement of specific performance measures over a period of three calendar years. For the 2017-2019 cycle that began on January 1, 2017 and ends on December 31, 2019, 50% of the PSU award is earned based on the achievement of a specified RTSR percentile rank, and 50% is earned based on EPS CAGR performance, during the applicable performance period. The Committee approved RTSR as a performance measure and the use of the S&P SmallCap 600 Capped Industrials Index as the peer group for the performance measurement comparison. 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 tables below detail the threshold, target and maximum performance target and opportunity for each metric. If, upon the conclusion of the performance period, RTSR or EPS CAGR falls between performance levels, straight-line mathematical interpolation will be used to determine the amount of the target PSUs (rounded down to the nearest whole number of PSUs) earned.

Performance Level
Relative Total Shareholder Return
RTSR PSUs Earned
(50% of target)
Threshold
Ranked below or at 25th percentile
0%
Above Threshold
Ranked at 35th percentile
50%
Target
Ranked at 50th percentile
100%
Intermediate
Ranked at 65th percentile
150%
Maximum
Ranked at or above 80th percentile
200%
EPS CAGR %
EPS CAGR PSUs Earned
(50% of target)
<4.5%
 
0.0%
 
4.5%
 
40.0%
5.0%
 
50.0%
 
5.5%
 
65.0%
 
6.0%
 
77.5%
 
6.5%
 
90.0%
 
7.5%
 
100.0%
 
8.5%
 
120.0%
 
9.5%
 
140.0%
 
10.0%
 
160.0%
 
10.5%
 
180.0%
 
11.0% or more
 
200.0%
 

Based on the degree to which the performance goals are met, any PSUs earned for the 2017-2019 cycle vest in 2020.

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2015 PSU Grants Overview

The two 2015 PSU awards were designed to be earned based on the achievement of specific performance measures over periods of 28 months (the “2015-2017 Cycle”) and 16 months (the “2015-2016 Cycle”), respectively. For each of the 2015-2016 Cycle (which began on September 10, 2015 and ended on December 31, 2016) and the 2015-2017 Cycle (which began on September 10, 2015 and ended on December 31, 2017), the PSU award was earned based on the achievement of a specified RTSR percentile rank during the applicable performance period. The Committee approved RTSR as the performance measure and the use of the S&P SmallCap 600 Capped Industrials Index as the peer group for the performance measurement comparison, as outlined in the table below. If, upon the conclusion of the performance period, RTSR fell between performance levels, straight-line mathematical interpolation was used to determine the amount of the target PSUs (rounded down to the nearest whole number of PSUs) earned. As disclosed in last year’s proxy statement, the 2015-2016 Cycle PSU awards were earned at 121.13% and were settled in shares in early 2017.

2015 PSU Grant (2015 - 2017 Cycle) - Results

The following information is provided to describe the performance goals for the 2015-2017 Cycle PSU awards, the actual results relative to such performance goals, and how the Company calculated the payout amount for each 2015-2017 Cycle PSU award. As an initial matter, the 2015-2017 Cycle PSUs were designed for the NEOs other than Mr. Amato to be initially funded based on our achievement of a threshold level of $56.9 million in recurring operating profit. Our 2017 actual recurring operating profit achievement was $106.3 million, and thus the participating NEOs’ 2015-2017 Cycle PSU awards were initially funded at 200% of target opportunities, subject to reduction to final payout levels as explained further below.

The 2015-2017 Cycle PSU award opportunities provided to the NEOs other than Mr. Amato in 2015 represented performance based opportunities allocated 100% to RTSR results for a performance period running from September 10, 2015 to December 31, 2017. Overall achievement could vary from 0% of the target award to 200% of the target award (assuming maximum performance), with no award earned if performance fell below the threshold level.

The RTSR performance levels, achieved results, and resulting percentage of target award achieved for the 2015-2017 Cycle PSU awards are summarized in the following tables:

Performance Level
Relative Total Shareholder Return
Target PSUs Earned
Threshold
Ranked below or at 25th percentile
0%
Above Threshold
Ranked at 35th percentile
50%
Target
Ranked at 50th percentile
100%
Intermediate
Ranked at 65th percentile
150%
Maximum
Ranked at or above 80th percentile
200%
TriMas TSR
RTSR
% of Target
Earned
53.7%
58.1 percentile
126.9%

After performance results were determined, the earned 2015-2017 Cycle PSUs were settled in shares in early 2018.

Benefits and Retirement Programs

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”) was redesigned for 2017 by removing the non-elective and performance match contribution components, and increasing the

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Company match contribution formula. 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 a participant’s contribution up to a maximum of 5% of the participant’s eligible compensation. Company matching contributions are immediately vested.

Executive Retirement Program

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 these additional programs to enhance total executive pay so that it remains competitive in the market. Effective January 9, 2013, the Company began funding 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.

Under the Supplemental Executive Retirement Plan (“SERP”), the Company makes a contribution to each participant’s account at the end of each quarter with the amount determined as a fixed percentage of the employee’s eligible compensation. The percentage is based on the employee’s age on the date of original participation in the plan (a 4.0% contribution for Messrs. Zalupski and Sherbin). Messrs. Zalupski and Sherbin’s contributions are 100% vested. Mr. Amato does not participate in the SERP.

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 Company’s tax-qualified retirement 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.

The executive retirement program also provides for an elective deferral compensation feature to supplement the existing executive retirement program. Employees eligible to receive SERP contributions may elect to defer up to 25% of base pay and up to 100% of bonus. This plan design component is intended to encourage the continued employment and diligent service of plan participants.

Perquisites

The Company maintains a Flexible Cash Allowance Policy. Under this program, participating executives receive a quarterly cash allowance in lieu of other Company-provided perquisites including supplemental universal life insurance, automobile allowance, private club membership and tax reimbursements. Eligibility for the cash allowances, and the amounts, are periodically reviewed by the Committee. Mr. Amato does not participate in this program. In February 2017, the Committee adjusted the quarterly cash allowance for the participating NEOs from $13,750 to $6,250 to be effective moving forward. Quarterly cash payments are made at the start of each fiscal quarter.

For the fiscal year 2017, the participating NEOs received the following cash allowances:

Messrs. Zalupski and Sherbin - $32,500.

The Company also continues to make executive physical examinations available to its officers.

Change-of-Control and Severance-Based Compensation

The NEOs are covered by the Company’s Severance Policy (“Severance Policy”), the operation of which is described in further detail below under “Post-Employment Compensation.” In general, the Severance Policy provides that the Company will make severance payments to a covered executive if his or her employment is terminated under certain qualifying circumstances. The Severance Policy does not provide for any excise tax gross-ups; however, it provides for payments otherwise due upon a change-of-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 named 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

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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, assures 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.

Risk Mitigation in our Compensation Practices

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:

COMPENSATION
PRACTICE
RISK MITIGATION FACTORS
Short-Term Incentive
Compensation
Multiple Performance Metrics. The short-term incentive plan uses multiple performance measures that encourage employees to focus on the overall strength of the business rather than a single financial measure.
Award Cap. STI awards payable to any individual are capped at 200% of the target award.
Clawback Provision. Our clawback policy allows us to recapture STI awards from certain executives, including NEOs, in certain situations, including restatement of financial results.
Management Processes. Board and management processes are in place to oversee risk associated with the STI plan, including, but not limited to, monthly business performance reviews by management and regular business performance reviews by the Board, Audit Committee, and our internal management disclosure committee.
Long-Term Incentive
Compensation
Stock Ownership Guidelines. We have stock ownership requirements consistent with market norms for certain executives, including NEOs.
Award Cap. LTI awards payable to any individual are capped.
Retention of Shares. With respect to any certain executive, including NEOs, who has not met the ownership guidelines within the required period, the Committee may require the executive to retain all shares necessary to satisfy the guidelines, less an amount that may be relinquished for the exercise price and taxes.
Anti-Hedging/Pledging Restriction Policy. See discussion below regarding our anti-hedging and short sale/restricted pledging policies.
Clawback Provision. Our clawback policy permits the Committee to recoup or rescind equity awards to certain executives, including NEOs, under the LTI plan under certain situations, including restatement of financial results.

Accounting and Tax Effects

The impact of accounting treatment is considered in developing and implementing the Company’s compensation programs generally, including the accounting treatment as it applies to amounts awarded or paid to the Company’s executives.

The impact of federal tax laws on the Company’s compensation programs is also considered generally, including the deductibility of compensation paid to the NEOs, as regulated by Section 162(m) of the Code.

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Under Section 162(m) of the Code, compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1 million is not tax deductible. Historically, compensation that qualifies as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available. The Committee believes that the tax deduction limitation should not be permitted to compromise the Company’s ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes. Moreover, even if the Committee intended to grant compensation that qualifies as “performance-based compensation” for purposes of Section 162(m) of the Code, the Company cannot guarantee that such compensation will so qualify or ultimately is or will be deductible.

The Committee’s award of short- and long-term incentives granted in 2017 may require achievement of threshold performance metrics. The actual amount to be paid to an NEO in respect of such an incentive award may be determined in accordance with the negative discretion of the Committee, based on its assessment of overall performance results.

Likewise, the impact of Section 409A of the Code is taken into account, and the Company’s executive plans and programs are designed to comply with, or be exempt from, the requirements of that section so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.

Stock Ownership Guidelines for Executives

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

Mr. Amato
5x
Messrs. Zalupski and Sherbin
3x

As of December 31, 2017, all of the continuing NEOs were in compliance with the stock ownership guidelines then applicable to them. New executives designated as participants will 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 year, 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 noncompliant 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.

Anti-Hedging, Short Sale and Pledging Policies

The Company’s anti-hedging policy prohibits our directors and executives, including NEOs, from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Common Stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds. The policy

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also prohibits our directors and executives from engaging in short sales related to the Common Stock. Under the policy, directors and executives are prohibited from pledging shares of Common Stock. The prohibition on pledging implemented in 2018 modifies a policy adopted in 2014 that permitted pledging on a limited basis.

Recoupment Policy

In 2009, the Committee implemented a recoupment (or clawback) policy subjecting incentive compensation and grants under the Company’s equity compensation plans to executive officers and business unit presidents to potential recoupment. The Board has the authority to trigger recoupment in the event of a material financial restatement or manipulation of a financial measure on which compensation is based where the employee’s intentional misconduct contributed to the restatement or manipulation and, but for such misconduct, a lesser amount of compensation would have been paid. The Committee will reevaluate and, if necessary, revise the Company’s recoupment policy to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act once the rules implementing the recoupment requirements have been finalized by the SEC.

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COMPENSATION COMMITTEE REPORT

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 2018 Proxy Statement and in the Annual Report on Form10-K of TriMas Corporation filed for the fiscal year ended December 31, 2017.

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

The Compensation Committee

Samuel Valenti III, Chair
Richard M. Gabrys
Nancy S. Gougarty
Eugene A. Miller
Herbert K. Parker
Nick L. Stanage
Daniel P. Tredwell

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2017 Summary Compensation Table

The following table summarizes the total compensation paid to or earned by the NEOs in 2017, 2016, and 2015, as applicable.

Name and Principal Position
Year
Salary
($)
Stock
Awards
($)(1)(2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Thomas A. Amato,
President and CEO
 
2017
 
 
625,000
 
 
2,000,034
 
 
 
 
776,250
 
 
23,438
 
 
3,424,722
 
 
2016
 
 
257,212
 
 
 
 
1,137,090
 
 
 
 
901
 
 
1,395,203
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert J. Zalupski, CFO
 
2017
 
 
413,000
 
 
700,028
 
 
 
 
333,415
 
 
64,508
 
 
1,510,951
 
 
2016
 
 
407,154
 
 
702,202
 
 
 
 
175,062
 
 
115,036
 
 
1,399,454
 
 
2015
 
 
372,065
 
 
645,049
 
 
 
 
150,300
 
 
90,714
 
 
1,258,128
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joshua A. Sherbin, General Counsel
 
2017
 
 
400,400
 
 
600,024
 
 
 
 
298,378
 
 
63,531
 
 
1,362,333
 
 
2016
 
 
400,400
 
 
600,610
 
 
 
 
156,676
 
 
152,311
 
 
1,309,997