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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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Definitive Proxy Statement
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Soliciting Material under §240.14a-12
TriMas Corporation
(Name of Registrant as Specified in its Charter)
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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
To be held May 10, 2022
To the Shareholders of TriMas Corporation:
The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (“TriMas” or the “Company”) will be held on Tuesday, May 10, 2022, at 8:00 a.m. Eastern Time. This year’s Annual Meeting will be a completely “virtual meeting” of shareholders. You will be able to attend and vote during the Annual Meeting, via live webcast by visiting www.virtualshareholdermeeting.com/TRS2022. You may also submit questions online before the start of the Annual Meeting. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the following purposes:
1.
Elect two directors to serve until the Annual Meeting of Shareholders in 2025;
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, 2022;
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 2021 Annual Report, as well as 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 III
/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 March 30, 2022.
Even if you intend to participate electronically during the Annual Meeting, please sign and date your proxy card or voting instruction card and return it in the accompanying envelope, or vote via telephone or internet (as indicated on your proxy card or voting instruction card), to ensure the presence of a quorum. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2022
The Proxy Statement and 2021 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 2022 ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains information regarding the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (“TriMas” or the “Company”) to be held at 8:00 a.m. Eastern Time on Tuesday, May 10, 2022, via live webcast at www.virtualshareholdermeeting.com/TRS2022. The Company’s Board of Directors (“Board”) has fixed the close of business on March 11, 2022, as the record date (“Record Date”) for determining the shareholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. The Board is soliciting proxies for use at such meeting and at any adjournment or postponement of such meeting. The Company has made these materials available to shareholders on the internet or, upon request, has delivered printed copies by mail or electronic copies by email. This proxy statement, along with the notice of Annual Meeting and form of proxy, was first made available to shareholders on or about March 30, 2022. 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: Via Virtual Meeting at www.virtualshareholdermeeting.com/TRS2022
Date: 8:00 a.m. Eastern Time on Tuesday, May 10, 2022
Record Date: March 11, 2022
Common Shares Outstanding as of Record Date: 42,706,870
Stock Symbol: TRS
Stock Exchange: The NASDAQ Global Market LLC
Registrar and Transfer Agent: Computershare
State and Year of Incorporation: Delaware (1986)
Corporate Website: www.trimascorp.com
Investor Relations Website: http://ir.trimascorp.com
Items to be Voted On
Board Recommendation
Proposal 1: Elect two directors
FOR ALL
Proposal 2: Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2022
FOR
Proposal 3: Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”)
FOR

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Corporate Governance
Board Meetings in Fiscal 2021: 4
Standing Board Committees (Meetings in Fiscal 2021): Audit - 8; Compensation - 4; and Governance and Nominating - 3
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
Hedging, Pledging and Short Sale Policy: Yes
Executive Compensation
CEO: Thomas A. Amato (age 58; CEO since July 2016)
Fiscal 2021 CEO Total Direct Compensation:
Base Salary: $715,000; Target Short-Term Incentive: $715,000; Target Long-Term Incentives: $2,499,974
Key Elements of our Executive Compensation Program for Fiscal 2021:
Base Salary: Represented 18% of our CEO's target compensation and, on average, 40% of our other NEOs' target compensation for 2021.
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 18% of our CEO’s target compensation and, on average, 25% of our other NEOs’ target compensation for 2021.
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 64% of 2021 target compensation for our CEO and, on average, 35% for our other NEOs.
Recoupment Policy: Yes
Fiscal 2021 Highlights
• Increased 2021 net sales by 11.3% to $857.1 million with sales growth in all three segments
• Reported record annual cash flows from operating activities of $134.2 million
• Completed two acquisitions, continuing to expand TriMas’ packaging and aerospace platforms
• Repurchased nearly 600,000 shares of outstanding common stock to reduce total shares outstanding by nearly 1%, and added a quarterly dividend program to the Company’s balanced capital allocation strategy
• Successfully refinanced capital structure, extending maturities and locking in a historically low rate on fixed rate debt
• Continued to maintain a strong balance sheet ending 2021 with $433.8 million of unrestricted cash and aggregate availability and a net leverage ratio below our target of less than 2.0x, even after acquisitions, dividend payments and share repurchases
• Released TriMas’ 2021 Sustainability Report, outlining our commitment to responsible ESG practices


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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 I directors’ terms will expire at the Annual Meeting. Messrs Thomas A. Amato and Jeffrey M. Greene consented to stand for re-election to serve until the 2025 Annual Meeting of Shareholders. If either of them should become unavailable, the Board may designate a substitute nominee. In that case, the proxy holders named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee.
THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTEFOREACH OF THE TWO DIRECTORS LISTED BELOW WHO STANDS FOR RE-ELECTION, TO SERVE UNTIL THE 2025 ANNUAL MEETING.
Vote Required
The two individuals who receive the most votes cast at the Annual Meeting will be elected as directors, provided a quorum of at least a majority of the outstanding shares of the Company’s common stock (the “Common Stock”) is represented at the meeting. However, we have adopted a majority voting policy that is applicable in uncontested director elections. This means that the plurality standard will determine whether a director nominee is elected, but our majority voting policy will further require that the number of votes cast “for” a director must exceed the number of votes “withheld” from that director or the director must submit his or her resignation. The Board, taking into account the recommendation of the Governance and Nominating Committee, would then determine whether to accept or reject any required resignation. A proxy card marked “Withhold” 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)
Thomas A. Amato(1)
Director, President and Chief Executive Officer
N/A
2022
I
Jeffrey M. Greene(1)
Director
C
2022
I
Holly M. Boehne
Director
G
2023
II
Teresa M. Finley
Director
A, C**
2023
II
Herbert K. Parker
Director
A**
2023
II
Nick L. Stanage
Director
C, G
2024
III
Daniel P. Tredwell
Director
A, C, G**
2024
III
Samuel Valenti III
Chair of the Board
A, C
2024
III
*
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 I term expires at the 2022 Annual Meeting of Shareholders; Class II term expires at the 2023 Annual Meeting of Shareholders; Class III term expires at the 2024 Annual Meeting of Shareholders.
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TriMas Corporation
Director Background, Experience and Qualifications
The following includes a brief overview of the experience, qualifications, attributes and skills that led to the conclusion that the directors and nominees should serve on the Board at this time. The Governance and Nominating Committee considers the experience, mix of skills and other qualities of the existing Board to ensure appropriate Board composition. The Governance and Nominating Committee believes that directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, it seeks to ensure the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company’s business.
As more fully reflected in the chart below, the Board believes that the directors and nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise as a whole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that each director satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. In addition, the Board has seven independent directors in accordance with the applicable independence rules of The NASDAQ Global Market LLC (“Nasdaq”) and such directors are also independent of the influence of any particular shareholder or shareholder groups whose interests may diverge from the interests of the shareholders as a whole. Further, each director or nominee brings a strong background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas.

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PROPOSAL 1 — ELECTION OF DIRECTORS
Board Diversity Matrix
The Board Diversity Matrix below presents the Board’s diversity statistics as required by applicable Nasdaq rules.
(As of January 30, 2022)*
Total Number of Directors: 8
 
 
 
 
 
Part I: Gender Identity
Male
Female
Non-Binary
Not Disclosed
Number of Directors Based on Gender Identity
6
2
-
-
Part II: Demographic Background
African American or Black
1
-
-
-
Alaskan Native or Native American
-
-
-
-
Asian
-
-
-
-
Hispanic or Latinx
-
-
-
-
Native Hawaiian or Pacific Islander
-
-
-
-
White
5
2
-
-
Two or More Races or Ethnicities
-
-
-
-
LGBTQ+
-
-
-
-
*
Based on self-identified diversity characteristics.
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TriMas Corporation
Director Biographies

Age: 58
Director Since: 2016
Thomas A. Amato

​Mr. Amato has served as President, Chief Executive Officer and Director of TriMas since July 2016. From October 2009 through December 2015, he served as Chair, Chief Executive Officer and President of Metaldyne, LLC, and from August 2014 through December 2015, as Co-President and Chief Integration Officer of Metaldyne Performance Group. Prior to leading Metaldyne, LLC, he served as Chair, Chief Executive Officer and President of Metaldyne Corporation, and Co-Chief Executive Officer of Asahi Tec Corporation, a company publicly traded on the Tokyo Stock Exchange at the time. Prior to this role, Mr. Amato worked at Masco Tech in positions of increasing responsibility, including as Vice President of Corporate Development. Mr. Amato brings more than 25 years of broad industrial experience, having served in several leadership positions at global, multi-billion dollar businesses.
​Mr. Amato has extensive knowledge and expertise in executive leadership, industrial operations, financial transactions, business portfolio development and management, investor relations, acquisitions and divestitures, and international operations.
Current Directorships: Ametek, Inc.
Former Directorships: Asahi Tec, Wolverine Tube, Continental Structural Plastics, Unifrax

Age: 59
Director Since: 2020
Committees: Governance & Nominating
Holly M. Boehne

​Ms. Boehne served as Chief Technology Officer and Senior Vice President of Andersen Corporation from 2009 through her retirement in 2019. During her 15-year career at Andersen, her responsibilities included driving new business models and innovations to transform the company's competitive position, optimizing the global supply chain, creating and delivering new product platforms, driving a culture of continuous improvement and ensuring robust quality systems. Prior to this role, Ms. Boehne held positions of increasing responsibility at Ecolab Inc. and The Pillsbury Company. Ms. Boehne brings over three decades of broad operational business leadership across the public and private sectors in different industries, including building products, cleaning and sanitation, and food manufacturing.
​Ms. Boehne has extensive knowledge and expertise in strategy creation and deployment, innovation, technology development, global supply chain optimization, operational excellence, talent development and risk management.
Current Directorships: Prometheus Group, Inc
Former Directorships: None

Age: 60
Director Since: 2020
Committees: Audit, Compensation
Teresa M. Finley

​Ms. Finley served as the Chief Marketing and Business Services Officer (CMO), and member of the executive leadership team for UPS until her retirement in 2017. As CMO, she was responsible for the advancement of global marketing capabilities, growth strategies, product innovation, pricing, communications and brand management. Ms. Finley's prior roles at UPS from 2007 through 2015 included Chief Financial Officer for multiple global businesses, Corporate Controller and Treasurer, and Vice President of Investor Relations. Ms. Finley served as a Senior Advisor with the Boston Consulting Group from June 2019 to November 2021, where she provided transportation and logistics expertise. Ms. Finley is a qualified financial expert and brings more than 34 years of experience in financial, marketing and strategy leadership roles at a Fortune 50 company.
​Ms. Finley has extensive knowledge and expertise in global finance and accounting, operational excellence, product innovation, pricing and segment marketing, global shared services and post-acquisition management.
Current Directorships: Union Pacific Railroad, Pilot Freight Services, AssuranceAmerica
Former Directorships: None
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PROPOSAL 1 — ELECTION OF DIRECTORS

Age: 63
Director Since: 2018
Committees: Compensation
Jeffrey M. Greene

​Mr. Greene has served as Advisor, and is the Founding Partner, of Orion Advisors Group since July 2014. Prior to July 2014, he served as President and Chief Executive Officer of Consolidated Container Company from October 2005 to May 2014. Prior to this role, he held the roles of Senior Vice President - Consumer Packaging Group of Consolidated Container, Senior Vice President - Operations of Exopack, and President - CPG Products and Director - Strategic Accounts of Union Camp Corporation. Mr. Greene brings more than 35 years of experience with companies in the packaging, consumer products and industrial markets.
​Mr. Greene has extensive knowledge and expertise in executive leadership, operational management, and acquisitions and divestitures, as well as expertise in the development and implementation of strategic and operational plans.
Current Directorships: The Thiele Kaolin Company, Tekni-Plax, Inc.
Former Directorships: CSP Technologies, Inc., Solo Cup Company, Pretium Packaging LLC

Age: 64
Director Since: 2015
Committees: Audit
Herbert K. Parker

​Mr. Parker served as Executive Vice President - Operational Excellence of Harman International Industries, Inc. from January 2015 to March 2017. Previously, Mr. Parker served as Executive Vice President and Chief Financial Officer of Harman International from June 2008 to January 2015. Prior to joining Harman, Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group) from 1980 to 2006, including as Chief Financial Officer of the Global Automation Division from 2002 to 2005, and the Americas region from 2006 to 2008. Mr. Parker brings more than 30 years of experience in financial reporting, accounting and Sarbanes-Oxley compliance for public companies, and is a qualified financial expert.
​Mr. Parker has extensive knowledge and expertise in financial reporting, accounting and Sarbanes-Oxley compliance, acquisitions and the integration process, divestitures, capital asset allocation, restructuring and realigning operational functions, risk oversight and international matters.
Current Directorships: Apogee Enterprises, Inc., nVent Electric plc, American Axle & Manufacturing Holdings, Inc.
Former Directorships: TMS International Corporation

Age: 63
Director Since: 2013
Committees: Compensation, Governance & Nominating
Nick L. Stanage

​Mr. Stanage is the Chairman, President and Chief Executive Officer of Hexcel Corporation, a position he has held since August 2013. He joined Hexcel in November 2009 as President, and in May 2012, he became Chief Operating Officer. Prior to joining Hexcel, Mr. Stanage served as President of the Heavy Vehicle Products Group at Dana Holding Corporation 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.). Mr. Stanage brings more than 30 years of experience in executive leadership, operations and management related to aerospace and automotive manufacturing environments.
​Mr. Stanage has extensive knowledge and expertise in executive leadership, operational management, program and project management, customer relationship management, executive compensation and global restructuring.
Current Directorships: Hexcel Corporation
Former Directorships: None
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TriMas Corporation

Age: 64
Director Since: 2002
Committees: Audit, Compensation, Governance & Nominating
Daniel P. Tredwell

​Mr. Tredwell is one of the Co-founders and the Managing Member of CoveView Advisors LLC and CoveView Capital LLC since 2009. He also served as Managing Member of Heartland Industrial Partners, L.P. since 2006. Prior to this role, Mr. Tredwell served as a Managing Director at Chase Securities Inc. (predecessor of J.P. Morgan Securities, Inc.). Mr. Tredwell brings more than 30 years of experience in private equity and investment banking, and is a qualified financial expert.
​Mr. Tredwell has extensive knowledge and expertise in corporate strategy, finance, banking, acquisitions and divestitures, economics, asset management, business development, risk management, executive compensation, crisis management, corporate oversight and audit.
Current Directorships: None
Former Directorships: Springs Industries, Inc., Metaldyne Corporation, Asahi Tec Corporation, Companhia de Tecidos Norte De Minas (Coteminas), Springs Global Participacoes S.A.

Age: 76
Director Since: 2002
Committees: Audit, Compensation
Samuel Valenti III

​Mr. Valenti serves as Chair and Chief Executive Officer of Valenti Capital LLC. Mr. Valenti was employed by Masco Corporation 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. Mr. Valenti 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. Mr. Valenti brings more than 40 years of experience in the management of diversified manufacturing businesses.
​Mr. Valenti has extensive knowledge and expertise in finance, economics, acquisitions and divestitures, corporate governance and asset management.
Current Directorships: American Axle & Manufacturing Holdings, Inc.
Former Directorships: Horizon Global Corporation
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PROPOSAL 1 — ELECTION OF DIRECTORS
Corporate Governance
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. On a regular basis, the Board reviews the Company’s enterprise risk management process, including the design of the program, the key risks identified and the actions identified to manage and reduce those risks. Consistent with this undertaking, the Board regularly reviews the Company’s cybersecurity strategy and activities in support of the strategy. The Audit Committee considers risk issues associated with the Company’s overall financial reporting, disclosure process and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the corporate audit team and the independent registered public accounting firm in executive sessions at least quarterly, and with the general counsel as determined from time to time by the Audit Committee. The Compensation Committee and the Governance and Nominating Committee each considers risk issues associated with the substantive matters addressed by the committee.
During 2021, the Board consisted of eight directors. During 2021, the Board held four meetings, the Audit Committee held eight meetings, the Compensation Committee held four meetings and the Governance and Nominating Committee held three meetings.
The Board of Directors and Committees
As noted above, the Company’s Board of Directors currently consists of eight directors, divided into three classes approximately equal in number. 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. Greene, Parker, Stanage, Tredwell and Valenti, and Mses. Boehne and Finley are “independent” from management in accordance with the Nasdaq listing standards and the Company’s Corporate Governance Guidelines. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company’s Corporate Governance Guidelines.
During 2021, 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 2021 Annual Meeting of Shareholders attended the 2021 Annual Meeting. All directors are expected to attend all Board meetings, including the annual meeting, and meetings of each committee of which they are a member. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the president and chief executive officer and other executives on matters that may affect the Company.
Independent directors hold regularly scheduled executive sessions in which independent directors meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board. For information on how you can communicate with the Company’s non-management directors, see “Communicating with the Board.”
Audit Committee. The Audit Committee is responsible for providing independent, objective oversight and review of the Company’s auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of the Company’s internal audit function. In addition, the Audit
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TriMas Corporation
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 Investors page.
Each of the directors on the Audit Committee is financially literate. The Board has determined that Ms. Finley and Messrs. Parker and Tredwell, each qualify as an “audit committee financial expert” within the meaning of Securities and Exchange Commission (“SEC”) regulations and that each member on the Audit 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. Each of the directors on the Compensation Committee is “independent” from management in accordance with Nasdaq listing standards (including those standards particular to Compensation Committee membership) and the Company’s Corporate Governance Guidelines. See also “Compensation Discussion and Analysis - Role of the Compensation Committee,” “Compensation Discussion and Analysis - Input from Management” and “Compensation Discussion and Analysis - Independent Compensation Committee Consultant.” The Compensation Committee is entitled to delegate certain of its responsibilities to subcommittees of the Compensation Committee or other committees of the Board, subject to applicable law.
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.
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PROPOSAL 1 — ELECTION OF DIRECTORS
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 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 2023 Annual Meeting?” for more information.
The Governance and Nominating Committee is also responsible for recommending to the Board appropriate Corporate Governance Guidelines applicable to the Company and overseeing governance issues.
The Governance and Nominating Committee’s charter is available on the Company’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investors page.
Compensation Committee Interlocks and Insider Participation. Ms. Finley and Messrs. Greene, Stanage, Tredwell and Valenti are the current members of the Company’s Compensation Committee. In addition to these current members, Ms. Boehne and Mr. Parker previously served on the Company’s Compensation Committee during 2021. No current or prior member of the Compensation Committee is or was previously an employee of the Company.
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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TriMas Corporation
Sustainability
The Company’s sustainability mission envisions meeting the needs of our customers, while conducting business in a socially, economically and environmentally responsible manner to the benefit of current and future generations, thereby creating value for all stakeholders. The Company published its inaugural Sustainability Report in 2020, which highlighted our global sustainability initiatives. Since that time, the Company has increased its commitment toward responsible environmental, social and governance (ESG) practices. In 2021, the Company formed the ESG Action Committee, which is comprised of cross-functional leaders across the Company and is responsible for continuous improvement efforts related to sustainability and ESG initiatives, under the guidance of the ESG Steering Committee, which consists of senior management, and the Board of Director’s Nominating and Governance Committee. You can read more about our sustainable product offerings, as well as our initiatives to develop a more diverse workforce; our excellence in health, safety and environmental matters; our commitment to integrity and ethical business conduct; our proactive approach to community involvement and other sustainability efforts, by reviewing the TriMas Sustainability Report found at www.trimascorp.com under the “Sustainability” - “2021 Sustainability Report” section. The 2021 TriMas Sustainability Report is not incorporated by reference in, and does not form a part of, this proxy statement.
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TriMas Corporation
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 cash compensation, provided the election is made prior to the fiscal year in which the deferral is effective.
Annual Cash Retainer and Meeting Fees. For 2021, each independent director who served for the entirety of 2021 received an annual cash retainer of $100,000. In connection with Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s external executive compensation consulting firm, upon review and analysis of outside director compensation, effective April 1, 2021, the Board approved the elimination of meeting fees and adjusted Board and committee chair retainers, as described in the following chart:
Fee Type
2020
Compensation(1)
($)
2021
Compensation(1)
($)
Change in
Value ($)
Director Retainer
100,000
100,000
Chairman of the Board Retainer
125,000
100,000
(25,000)
Audit Committee Chair Retainer
15,000
20,000
5,000
Compensation Committee Chair Retainer
10,000
15,000
5,000
Governance & Nominating Committee Chair Retainer
5,000
10,000
5,000
Meeting Fees
1,000
(1,000)
(1)
Each of the above retainer amounts represents annual compensation. Meeting fees represent fees for each Director for each meeting attended.
The Company operates a director retainer share election program to permit directors to make an annual election to receive unrestricted stock for deferred or non-deferred compensation for board service in lieu of cash at the time payment is made each quarter. For 2021, one independent director (Mr. Greene) elected to defer receipt of part of his Board compensation.
Equity Compensation. As part of the independent directors’ annual compensation package, each independent director also receives an annual grant of restricted stock units with a grant date fair market value of approximately $100,000, with each grant generally subject to the director’s continued service on the Board for a one-year vesting period. In March 2021, the Company made the annual grant to each of the current independent directors on the same terms.
Director Stock Ownership. We have established stock ownership guidelines for our independent directors to more closely tie their interests to those of shareholders. Under these guidelines, all such directors are required to own, within five years after initial election to the Board as an independent director, shares of Company stock having a value equal to three times their annual cash retainer (excluding any additional retainers for Board and committee chair service). Unrestricted stock, service-based restricted stock units and vested in-the-money options are counted toward fulfillment of this ownership requirement. As of December 31, 2021, 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.
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TriMas Corporation
Other. The Company reimbursed all directors for expenses incurred in attending Board and committee meetings in 2021. The Company does not provide any perquisites to directors. In 2021, Mr. Tredwell received $20,000 in additional compensation for strategic planning assistance in his capacity as a director.
2021 Director Compensation Table
Name
Fees Earned
or Paid in Cash
($)(1)
Stock
Awards
($)(2)
Total
($)
Samuel Valenti III
222,270
99,980
322,250
Holly M. Boehne
109,333
99,980
209,313
Teresa M. Finley
119,896
99,980
219,876
Jeffrey M. Greene
108,333
99,980
208,313
Herbert K. Parker
127,833
99,980
227,813
Nick L. Stanage
109,333
99,980
209,313
Daniel P. Tredwell
132,000
99,980
231,980
(1)
Mr. Greene elected to defer 50% of his 2021 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 2021. Mses. Finley and Boehne and Messrs. Valenti, Greene, Parker, Stanage and Tredwell each received 3,016 restricted stock units effective on March 11, 2021. These awards were granted under the Company’s 2017 Equity and Incentive Compensation Plan and generally vest one year from the date of grant.
The table below sets forth as to each non-employee director the aggregate number of restricted stock units outstanding as of December 31, 2021. As of such date, none of our non-employee directors held any stock options or stock awards other than restricted stock units.
Name
Stock Awards
Samuel Valenti III
3,016
Holly M. Boehne
3,016
Teresa M. Finley
3,016
Jeffrey M. Greene
3,016
Herbert K. Parker
3,016
Nick L. Stanage
3,016
Daniel P. Tredwell
3,016
Corporate Governance
The Board has adopted Corporate Governance Guidelines, a copy of which may be found on 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 May 14, 2019, 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.
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DIRECTOR COMPENSATION
A copy of the Company’s committee charters, Corporate Governance Guidelines and Code of Conduct will be sent to any shareholder, without charge, upon written request sent to the Company’s executive offices: TriMas Corporation, Attention: General Counsel, 38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan 48304.
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 non-earnings Audit Committee meeting; other communications will be made available to directors at any time upon their request.
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TriMas Corporation
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, 2021, 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 the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;
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 the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s 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, 2021, for filing with the SEC.
The undersigned members of the Audit Committee have submitted this Report to the Board.
The Audit Committee
Herbert K. Parker, Chair
Teresa M. Finley
Daniel P. Tredwell
Samuel Valenti III
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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2022.
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, 2022.Deloitte served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019. 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, 2022, 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, 2021, and 2020, respectively, and fees for other services rendered during those periods.
 
2021
($)
2020
($)
Audit Fees
910,000
990,000
Audit-related Fees
80,000
Tax Fees
490,000
480,000
All Other Fees
Total
1,480,000
1,470,000
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 $0.9 million and $1.0 million for 2021 and 2020, respectively. In addition, audit-related fees in 2021 of approximately $0.1 million were incurred related to comfort letter procedures performed in connection with the Company’s debt refinance.
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TriMas Corporation
Tax Fees
The Company engages Deloitte to assist with its U.S. tax compliance reviews. In addition, tax fees in 2021 and 2020 include amounts for various tax deduction and assessment projects. Except for the amounts disclosed above, there were no tax fees billed by Deloitte during 2021 or 2020, 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 2021 and in 2020 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 2021 and 2020, 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
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 last Say-on-Pay vote took place at the 2021 Annual Meeting of Shareholders, during which we received approximately 91% approval of our Say-on-Pay resolution.
At its first meeting held after our 2021 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 2021 Say-on-Pay vote. The Compensation Committee has also continued to monitor voting policy changes adopted by our institutional shareholders and their advisors since the 2021 Say-on-Pay vote and expects to continue to take those voting policies into account when considering changes to our executive compensation program.
2021 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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TriMas Corporation
In determining the compensation components for each NEO for 2021, the Compensation Committee generally focused on market values around the size-adjusted median of our peer group and survey data. 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 are in compliance with our stock ownership guidelines;
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 our 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; and
The Company’s anti-pledging policy prohibits our 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 2023 Annual Meeting of Shareholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
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 42,706,870 shares outstanding.
 
Shares Beneficially Owned
Name and Beneficial Owner
Number
Percentage
Wasatch Advisors, Inc.(1)
505 Wakara Way, Salt Lake City, UT 84108
4,050,649
9.5%
The Vanguard Group(2)
100 Vanguard Blvd., Malvern, PA 19355
4,035,935
9.5%
Champlain Investment Partners, LLC(3)
180 Battery St., Burlington, VT 05401
3,452,585
8.1%
BlackRock, Inc.(4)
55 East 52nd Street, New York, NY 10055
3,064,098
7.2%
Fiduciary Management, Inc.(5)
100 E. Wisconsin Ave., Suite 2200, Milwaukee, WI 53202
2,899,067
6.8%
Wellington Management Group LLP(6)
280 Congress Street, Boston, MA 02210
2,649,395
6.2%
Allspring Global Investments Holdings, LLC(7)
525 Market St, 10th Fl, San Francisco, CA 94105
2,579,719
6.0%
Victory Capital Management Inc.(8)
4900 Tiedeman Rd. 4th Floor, Brooklyn, OH 44144
2,389,571
5.6%
Dimensional Fund Advisors LP(9)
Bldg. One, 6300 Bee Cave Rd., Austin, TX 78746
2,264,040
5.3%
Thomas A. Amato(10)
240,613
—%
Holly M. Boehne(10)
13,190
—%
Teresa M. Finley(10)
13,844
—%
Jeffrey M. Greene(10)
12,975
—%
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Shares Beneficially Owned
Name and Beneficial Owner
Number
Percentage
Scott A. Mell(10)
23,718
—%
Herbert K. Parker(10)
21,544
—%
Fabio L. Matheus Salik(10)
19,087
—%
John P. Schaefer(10)
19,130
—%
Joshua A. Sherbin(10)(11)
30,755
—%
Nick L. Stanage(10)
39,347
—%
Daniel P. Tredwell(10)
50,690
—%
Samuel Valenti III(10)
12,148
—%
Robert J. Zalupski(10)(12)
88,274
—%
All current executive officers and directors as a group (11 persons)(10)
466,286
1.1%
(1)
Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 11, 2022, by Wasatch Advisors, Inc. (“Wasatch Advisors”). As of December 31, 2021, Wasatch Advisors had sole voting power with respect to 4,050,649 shares of Common Stock and sole dispositive power with respect to 4,050,649 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 10, 2022, by The Vanguard Group, Inc. (“Vanguard Group”). As of December 31, 2021, Vanguard Group had sole voting power with respect to 0 shares of Common Stock, sole dispositive power with respect to 3,958,660 shares of Common Stock, shared voting power with respect to 38,057 shares of Common Stock and shared dispositive power with respect to 77,275 shares of Common Stock.
(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 11, 2022, by Champlain Investment Partners, LLC (“Champlain”). As of December 31, 2021, Champlain had sole voting power with respect to 2,693,755 shares of Common Stock and sole dispositive power with respect to 3,452,585 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 February 1, 2022, by BlackRock, Inc. (“BlackRock”). As of December 31, 2021, BlackRock had sole voting power with respect to 2,984,783 shares of Common Stock and sole dispositive power with respect to 3,064,098 shares of Common Stock.
(5)
Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 11, 2022, by Fiduciary Management, Inc. (“Fiduciary Management”). As of December 31, 2021, Fiduciary Management had sole voting power with respect to 2,501,873 shares of Common Stock and sole dispositive power with respect to 2,899,067 shares of Common Stock.
(6)
Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 4, 2022, by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (“Wellington”). As of December 31, 2021, Wellington had shared voting power with respect to 2,551,771 shares of Common Stock and shared dispositive power with respect to 2,649,395 shares of Common Stock.
(7)
Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on January 19, 2022, by Allspring Global Investments Holdings, LLC (“AGIH”), Allspring Global Investments, LLC (“AGI”) and Allspring Funds Management, LLC (“AFM”). As of December 31, 2021, AGIH, AGI and AFM had (i) sole voting power with respect to 2,454,171, 377,391 and 0 shares of Common Stock, respectively; and (ii) sole dispositive power with respect to 2,579,719, 2,572,891 and 0 shares of Common Stock, respectively.
(8)
Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 2, 2022, by Victory Capital Management Inc. (“Victory Capital Management”). As of December 31, 2021, Victory Capital Management had sole voting power with respect to 2,364,811 shares of Common Stock and sole dispositive power with respect to 2,389,571 shares of Common Stock.
(9)
Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 8, 2022, by Dimensional Fund Advisors LP (“Dimensional Fund”). As of December 31, 2021, Dimensional Fund had sole voting power with respect to 2,212,871 shares of Common Stock and sole dispositive power with respect to 2,264,040 shares of Common Stock as a result of acting as investment adviser to various investment companies registered under the Investment Company Act of 1940.
(10)
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.
(11)
Joshua A. Sherbin departed the Company on May 11, 2021. Based on available information, as of May 11, 2021, Mr. Sherbin beneficially owned 30,755 shares of Common Stock.
(12)
Robert J. Zalupski retired as the Company’s Chief Financial Officer, effective May 1, 2021, and departed the Company on September 30, 2021. Based on available information, as of September 30, 2021, Mr. Zalupski beneficially owned 88,274 shares of Common Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
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
966,820
$—
897,405
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, 2021, 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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Executive Officers
Officers of the Company serve at the pleasure of the Board.
Name
Age
Title
Thomas A. Amato
58
Director, President and Chief Executive Officer
Scott A. Mell
50
Chief Financial Officer
Fabio L. Matheus Salik
53
​President, TriMas Packaging
John P. Schaefer
50
President, TriMas Aerospace
Thomas A. Amato. Business experience provided under “Director and Director Nominees.”
Scott A. Mell. Mr. Mell was appointed the Company’s Chief Financial Officer in May 2021. Prior to joining the Company, Mr. Mell served as Managing Director of Recovery and Transformation Services for Riveron, a national business advisory firm, from October 2018 through April 2021. In his role with Riveron, Mr. Mell led projects at TriMas to support continuous improvement efforts within TriMas’ Packaging and TriMas’ Aerospace segments. Mr. Mell has more than 25 years of leadership experience providing strategic, financial and operational advisory services focused on value creation and transformational change management. Prior to Riveron, Mr. Mell served as managing director at Ernst & Young from October 2017 to October 2018. Mr. Mell also served as Vice President of Corporate Strategy at Motus Integrated Technologies from January 2017 to October 2017. Mr. Mell has held senior leadership positions within several global consulting firms, including McKinsey & Company and AlixPartners. Mr. Mell’s previous experience also includes serving in multiple C-Suite roles for both public and privately held companies in the industrial manufacturing, aerospace and energy industries.
Fabio L. Matheus Salik. Mr. Salik was appointed President of TriMas Packaging in July 2020. He has more than 20 years of global management experience working for a variety of plastic packaging companies. From 2012 to 2020, he worked for Logoplaste, a Carlyle Group-owned company which is headquartered in Portugal. In his last assignment as CEO of Americas from July 2017 to May 2020, and as Chief Operating Officer from December 2016 to July 2017, Mr. Salik had full P&L responsibility for more than 20 facilities, servicing blue-chip consumer packaged goods companies including P&G, Nestle, L’Oreal, Dannon, Reckitt Benckiser and Henkel. Prior to his tenure at Logoplaste, he was president of Valmari, a Brazilian skincare company. He also worked for Rexam in the United States, France and Brazil, where he served in a number of roles of increasing responsibility, including positions such as Managing Director Worldwide for Rexam Make Up and Managing Director Worldwide for Rexam Healthcare - Primary Packaging and Prescription Divisions.
John P Schaefer. Mr. Schaefer was appointed President of TriMas Aerospace in December 2016. Previously, he served in various strategic advisory capacities for private equity firms focused in the Aerospace & Defense industry. From 2010 through 2015, he served in operations and general management executive roles with TransDigm Group. Prior to his leadership roles at TransDigm, he served from 2005 through 2009 as an operating executive with Meggitt PLC. Mr. Schaefer is also a 22-year veteran and retired as a Lieutenant Colonel of the United States Marine Corps.
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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 2021, which NEOs (our only executive officers serving during 2021) are:
(1)
Thomas A. Amato - President and Chief Executive Officer;
(2)
Scott A. Mell - Chief Financial Officer;
(3)
Fabio L. Matheus Salik - President, TriMas Packaging;
(4)
John P. Schaefer - President, TriMas Aerospace;
(5)
Robert J. Zalupski - Former Chief Financial Officer (served until April 30, 2021); and
(6)
Joshua A. Sherbin - Former Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary (served until March 5, 2021).
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 2021;
The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant and management in the 2021 executive compensation process;
The key components of our 2021 executive compensation program and the successes and achievements our program is designed to reward;
How the decisions we made in the 2021 executive compensation process align with our executive compensation philosophy and objectives; and
How our NEOs’ 2021 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests.
Executive Officer Transitions
As of March 5, 2021, Mr. Sherbin ceased serving in his officer capacities for the Company, but remained employed with the Company through May 11, 2021, providing transitional support to the Company and its legal department. Similarly, as of April 30, 2021, Mr. Zalupski ceased serving in his officer capacities for the Company, but remained employed with the Company through September 30, 2021, providing transitional support to the Company and its finance department. Mr. Mell was hired on April 26, 2021, and became an executive officer on May 1, 2021. Messrs. Salik and Schaefer also became executive officers on May 1, 2021. For more information about Messrs. Sherbin and Zalupski’s departures, and compensation and benefits payable to them in connection with their departures, including under separation agreements between the Company and each officer (the “Separation Agreements”), please see “Post-Employment Compensation” below.
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2021 Executive Summary
Philosophy and Objectives of Executive Compensation Program
Our executive compensation philosophy is to structure programs that will pay for performance, align with shareholder interests and attract and retain key leaders. The Company attempts to achieve its philosophy and objectives by establishing performance criteria for its executive officers where a significant portion of the opportunity for compensation is tied to annual (short-term) and long-term Company strategy and corresponding results. Our objectives are to align our executives’ compensation interests with the investment interests of our shareholders and encourage our executives to make decisions that will increase shareholder value over the longer-term. Our programs are designed to attract, retain, and motivate executives who make substantial contributions to Company performance.
2021 Highlights
TriMas manufactures a diverse set of products primarily for the consumer products, aerospace and industrial end markets through its TriMas Packaging, TriMas Aerospace and Specialty Products groups. With approximately 3,500 employees in 13 countries, we develop, manufacture and supply products to a broad set of blue-chip customers globally. Our wide range of innovative product solutions are designed and engineered to solve application-specific challenges that our customers face. We believe our businesses share important and distinguishing characteristics, including: well-recognized and leading brand names in the focused markets we serve; innovative product technologies and features; customer approved processes and qualified products; strong cash flow conversion; and long-term growth opportunities.
While 2021 continued to present management with unprecedented challenges related to the COVID-19 pandemic, the team leveraged the TriMas Business Model to manage potential disruptions and took swift actions to implement changes to protect our workforce and respond to customers’ changing demands. Since the pandemic began, we have been focused on making sure the working environments of our employees are safe and clean, which allows TriMas to deliver the products needed to support the needs of our global customers.
Despite the challenges we faced, we delivered solid financial results, and importantly, continued to make progress toward TriMas’ overarching strategy. Through acquisitions in the packaging and aerospace markets, coupled with the 2019 divestiture of the vast majority of our product lines serving the oil and gas end market, we have successfully executed our strategic shift of TriMas’ portfolio of businesses. We completed 2021 as a more focused company, and as a result of our recent acquisitions, TriMas’ Packaging segment currently comprises nearly 65% of our consolidated sales. We also continued our commitment to returning capital to shareholders through buying back shares, and we implemented a dividend program in November, our first since taking TriMas public in 2007. We remain committed to allocating capital on a balanced basis, while maintaining a solid balance sheet.
During 2021, the management team achieved the following results:
Reported net sales of $857.1 million, an increase of 11.3% compared to $770.0 million in 2020, with sales increases in all three segments;
Achieved record annual sales in TriMas’ Packaging segment of $533.3 million, an increase of 9.2% compared to 2020;
Awarded, produced and shipped special stocking orders in TriMas' Aerospace segment, offsetting 2021 end market demand decline resulting from the pandemic;
Increased TriMas' Specialty Products sales by 23.4% to improve full year 2021 operating profit to $22.6 million, compared with 2020 operating profit of $4.4 million;
Reported record annual cash flows from operating activities of $134.2 million;
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Ended 2021 with $433.8 million of unrestricted cash and aggregate availability with a net leverage ratio below our target of less than 2.0x, even after taking into account acquisitions, dividends and share repurchases;
Acquired Omega Plastics, a manufacturer of custom components for medical and industrial applications added to our TriMas Packaging group;
Acquired TFI Aerospace, a manufacturer and supplier of specialty fasteners used in a variety of aerospace applications;
Added quarterly dividend program to the Company's balanced, long-term capital allocation strategy;
Repurchased 596,084 shares of outstanding TriMas common stock for $19.1 million, reducing total shares outstanding by nearly 1% during the year;
Successfully refinanced capital structure, extending maturities and locking in a historically low rate on its fixed rate debt; and
Continued our commitment toward responsible environmental, social and governance (ESG) practices, including publishing a 2021 Sustainability Report highlighting our progress.
In addition, TriMas’ management team also took several proactive actions in 2021 to enhance our future. We continued to invest in TriMas’ Packaging segment, investing in commercial and technical resources, additional capacity in the United States, including a new production plant to be launched in 2022, and innovative and sustainable products. In TriMas’ Aerospace segment, we continued to adjust cost structures by rationalizing production facilities, while balancing our approach to invest in automation and innovative products to support our global customers. In TriMas’ Specialty Products segment, management took actions to continue to invest in our production facilities and new product qualifications, as end markets began to recover from the impact of the global pandemic. Of particular note was the launch of Norris Cylinder’s “Made in the USA” designation, a multi-year effort which we believe will benefit TriMas well into the future given North American customers are continuing to place particular emphasis on “Made in the USA” suppliers.
In summary, despite the unprecedented challenges we continued to face related to the global pandemic, 2021 was a year of successful advancement of our portfolio realignment strategy. As we move forward, our objective remains to execute against our long-term growth strategy, leveraging how we operate under the TriMas Business Model, accelerating organic growth through innovation, and enhancing our growth and positioning with strategic acquisitions, all while remaining committed to cash conversion and a disciplined approach to capital allocation 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 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. Mr. Amato has exceeded his stock ownership requirement and all other NEOs are on a path to timely compliance.
No Hedging Transactions, Short Sales or Pledging

Our policies prohibit executives, including 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.
No dividend payments on unvested or unearned RSUs and PSUs

Our grant agreements provide for dividend equivalent payments only upon distribution of vested and earned awards.
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 2021
The key decisions the Committee made for 2021 are summarized below and discussed in greater detail in the remainder of this CD&A.
Base Salary Adjustments
The Committee approved a 2.14% base pay increase for Mr. Amato and established initial base pay for Mr. Mell when he was hired in early 2021. Mr. Amato approved a 2.5% base pay increase for Mr. Salik and a 2.0% base pay increase for Mr. Schaefer prior to their designations as executive officers.
Mr. Sherbin and Mr. Zalupski, who separated from the Company in 2021, did not receive a base pay increase for 2021.
Short-Term Incentive Program
TriMas Consolidated:
For fiscal year 2021, the short-term incentive program (“STI”) opportunities for Messrs. Amato and Mell were subject to the following TriMas Consolidated performance measures and weightings used to evaluate and determine final payouts for the year: operating profit at 70%, and cash flow at 30%. As a result of Mr. Mell joining the Company mid-year, his STI payment was pro-rated from April 26, 2021, to the end of the year based on these same performance measures and weightings.
The target incentive award percentage for Mr. Amato remained unchanged from 2020.
Based on TriMas Consolidated performance, the 2021 STI payout was earned at 171.8% of target for each of Mr. Amato and Mr. Mell.
Mr. Sherbin and Mr. Zalupski were initially subject to these same TriMas Consolidated performance measures and weightings for their STI awards, but received their full STI payments at target levels under the terms of their Separation Agreements in connection with their separations from the Company.
TriMas Packaging and TriMas Aerospace:
For fiscal year 2021, the STI opportunities for Messrs. Salik and Schaefer were subject to the following performance measures and weightings used to evaluate and determine final payouts for the year: TriMas Packaging divisional operating profit at 40%, TriMas Packaging divisional cash flow at 30%, and TriMas Consolidated operating profit at 30% for Mr. Salik, and TriMas Aerospace divisional operating profit at 40%, TriMas Aerospace divisional cash flow at 30%, and TriMas Consolidated operating profit at 30% for Mr. Schaefer.
The target incentive award percentages for Messrs. Salik and Schaefer remained unchanged from 2020.
Based on TriMas Packaging, TriMas Aerospace and TriMas Consolidated performance, the 2021 STI payouts were earned at 122.5% of target for Mr. Salik and 133.7% target for Mr. Schaefer.
Long-Term Incentive Program
In 2021, the Committee granted performance stock units (“PSUs”) and/or service-based restricted stock units (“RSUs”) to the NEOs, except Mr. Sherbin (due to his anticipated departure). For each NEO, except Mr. Mell and Mr. Sherbin, their total long-term incentive (“LTI”) target award value was allocated equally between these two vehicles, and all awards earned will be settled in shares. Specifically:
In March 2021, the Committee approved RSU and PSU awards to the NEOs, other than Mr. Mell and Mr. Sherbin. 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
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36 months and cliff vesting at the end of the performance period. 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;
The Committee approved an RSU award to Mr. Mell in connection with his employment package. The RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award;
For previously granted PSUs, the 2019 PSU award performance period was completed at the end of 2021. Based on performance results for the RTSR and EPS CAGR metrics, awards for participating NEOs who continued their employment through the end of 2021 were earned at 65.38% of target and will vest on May 1, 2022, as further described below; and
Mr. Sherbin’s 2019 and 2020 PSU awards and Mr. Zalupski’s 2019, 2020 and 2021 PSU awards were accelerated at target levels (subject to various payment timing provisions), and their remaining unvested RSUs were accelerated under the terms of their Separation Agreements (again subject to various payment timing provisions) in connection with their separations from the Company.
Results and Consideration of 2021 Shareholder Say-on-Pay Vote
At the Annual Meeting of Shareholders held on May 11, 2021, we received approximately 91% approval of our Say-on-Pay resolution.
In light of this vote outcome, which was considered by the Committee in its first meeting following the 2021 Annual Meeting of Shareholders, as well as the Committee’s ongoing program evaluation, the Committee views its 2021 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 2021 that were based specifically on the results of our 2021 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 recommendation, an advisory vote on the Company’s NEO compensation is currently expected to be submitted to shareholders for vote at each annual meeting. The next advisory Say-on-Pay vote is expected to be held in 2023 and we also expect to hold the next required vote on the frequency of future Say-on-Pay votes in 2023.
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2021 Executive Compensation Program Description
Overview of Key 2021 Program Elements
Each year, our Committee works closely with the Company’s leadership to refine our executive compensation program, to clearly articulate its objectives to our executives and to emphasize our focus on performance-based compensation so that executives are rewarded for results that create long-term shareholder value.
Pay for Performance
In a typical year, a meaningful percentage of each NEO’s target total direct compensation is variable, consisting of STI awards and LTI awards. The actual amounts realized from the incentive awards depend on performance results, consistent with our belief that a substantial percentage of each NEO’s compensation should be tied to Company performance. The chart below reflects information for all reported NEOs, excluding Messrs. Sherbin and Zalupski due to their separations from the Company. The mix of target compensation for 2021 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 2021 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 Company or Company and segment 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 an even mix of RSUs and PSUs
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
Quarterly fixed cash payment
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 other executive officers, which generally encompasses all of our NEOs on an annual basis.
The Committee is composed entirely of independent directors, none of whom derives a personal benefit from the compensation decisions the Committee makes. Although the Committee does have responsibility for Board compensation matters, all such decisions are subject to full Board approval. The Board and Committee recognize the importance of executive compensation decisions to the management and shareholders of the Company.
The role of the Committee is to oversee compensation and benefit plans and policies, review and approve equity grants and administer share-based plans, and review and approve annually all compensation
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decisions relating to the Company’s directors (which decisions are subject to Board approval) and executive officers, including Mr. Amato. See “Summary of Key Compensation Decisions and Outcomes for 2021” for a summary of Committee decisions and outcomes during 2021.
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 division performance goals and results. He also reviews with the Committee the performance of the executive officers who report directly to him and makes recommendations to the Committee regarding their compensation.
In addition, in early 2021, Mr. Amato approved base salary and STI award opportunities for Messrs. Salik and Schaefer prior to their designation as executive officers, and the Committee approved their RSU and PSU award opportunities. When the Committee makes NEO pay decisions, the Committee carefully considers management’s input, but is not bound by its recommendations in making its final pay program decisions.
Independent Compensation Committee Consultant
Meridian, as the Committee’s external executive compensation consulting firm, is retained by and reports directly to the Committee.
The use of an outside consultant is an important component of our compensation setting process, as it enables the Committee to make informed decisions based on market data and best practices. Representatives from Meridian attend Committee meetings, meet with Committee members in executive session and consult with the Committee to provide input with regard to 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.
In 2021, Meridian reviewed and analyzed outside director compensation, provided insight for the amendment and restatement of TriMas’ Executive Severance/Change in Control Policy (as further discussed below), reviewed TriMas’ current treatment of equity upon various separation scenarios and share ownership guidelines relative to proxy peers to help ensure they are market appropriate, and conducted a proxy peer group review to determine the appropriate group of comparator companies for executive compensation benchmarking. Meridian also worked with the Committee to review the Compensation Committee Charter and provided input into the detailed Committee calendar. Additionally, Meridian worked with the Committee to determine market competitive CEO and other NEO compensation opportunities based on information gleaned from SEC filings of similarly-sized peer companies and survey data.
The 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 comparable ranges of revenue, market capitalization and a ratio of revenue to market capitalization, as well as similar reasonable alignment with TriMas’ profile. The yearly review and selection of peer companies is intended to help ensure that the data used for 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.
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The 2021 peer group remained unchanged.
2021 Peer Group
Aerojet Rocketdyne Holdings Inc.
Graco Inc.
Aptar Group Inc.
IDEX Corporation
Barnes Group Inc.
Myers Industries Inc.
Chart Industries, Inc.
Nordson Corporation
CIRCOR International, Inc.
RBC Bearings Incorporated
Donaldson Company, Inc.
SPX Flow, Inc.
Ducommun Incorporated
Standex International Corporation
Enerpac Tool Group Corp.
Woodward, Inc.
EnPro Industries, Inc.
In its annual review of the appropriateness of our peer group, the Committee determined changes were necessary for 2022. Due to market capitalization and a review of comparable industry profiles, the Committee removed Donaldson Company, Inc., Graco, Inc., IDEX Corporation, Nordson Corporation and RBC Bearings Incorporated, and added Astronics Corporation, ESCO Technologies Inc., NN, Inc., and Triumph Group, Inc. The peer group’s 12 month revenue (August 2020 to August 2021) generally ranged from 60% to 380% of the Company’s 12 month revenue (August 2020 to August 2021). The Company believes these changes more closely align the composition of the peer group to provide an appropriate point of comparison for pay decisions, as this group includes a more similar set of companies with which TriMas competes for customers, market share and talent.
The following table identifies the 16 companies in our peer group for 2022:
2022 Peer Group
Aerojet Rocketdyne Holdings, Inc.
EnPro Industries, Inc.
Aptar Group Inc.
ESCO Technologies Inc.
Astronics Corporation
Myers Industries Inc.
Barnes Group Inc.
NN, Inc.
Chart Industries, Inc.
SPX Flow, Inc.
CIRCOR International, Inc.
Standex International Corporation
Ducommun Incorporated
Triumph Group, Inc.
Enerpac Tool Group Corp.
Woodward, Inc.
Analysis of Key 2021 Compensation Components and Decisions
The Committee made compensation decisions for 2021 using peer group data and survey data. Meridian utilized regression analysis to adjust peer group data for TriMas to reflect market capitalization and relative positioning among the peers. The Committee referenced the Willis Towers Watson 2020 General Industry Executive Compensation Survey data, a large compensation survey of hundreds of companies (both public and private) in various industries. We did not select the constituent companies comprising this survey group, and the component companies’ identities were not a material factor in the applicable compensation analysis. With Meridian’s assistance, in March 2021, the Committee reviewed Messrs. Amato, Zalupski and Sherbin’s base salaries, STI opportunities and LTI opportunities against the market data. For this analysis, target compensation is considered to be competitive with the market if it falls within plus or minus 10% of the market median for each element of compensation (“Market Range”). Mr. Amato’s target total compensation was 17% below the market median, with his base salary, target STI and LTI 13%, 17% and 16%, respectively, below the market median. Mr. Zalupski’s target total compensation, base salary, target STI and LTI were within the Market Range. Mr. Sherbin’s target total compensation was 13% above the market median, with his base salary within Market Range, and target STI 16% above the market median. These compensation levels established relative to market median (including when exceeding the Market Range) generally reflected the Committee’s views on general business conditions, tenure in role and the importance of placing higher value on performance-based compensation.
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Due to the timing of the designations of Messrs. Salik and Schaefer as executive officers on May 1, 2021, their compensation components were not reviewed against benchmark data by the Committee for 2021. Mr. Mell’s compensation package was prepared by Mr. Amato and reviewed with the Compensation Committee in connection with benchmark data provided by Meridian. Mr. Amato generally considered comparative compensation data from the peer group and survey companies referenced above when preparing Mr. Mell’s compensation package, giving weight in particular to his subjective assessment of arm’s length negotiations with Mr. Mell and the compensation necessary to attract Mr. Mell as a high-quality candidate to fill the CFO position. Compensation components for Messrs. Salik and Schaefer were reviewed by Mr. Amato consistent with the practice for all senior leaders below the executive officer level. Mr. Amato also generally considered the tenure and past years’ performance of Messrs. Salik and Schaefer, as well as general market movement, when determining the amount of compensation to provide for Messrs. Salik and Schaefer.
Description of the material elements of our 2021 executive compensation program are provided in the following paragraphs.
2021 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 approved the following initial base salary or salary adjustments in 2021 for Mr. Amato, Mr. Mell, Mr. Zalupski and Mr. Sherbin, and Mr. Amato approved the following base salary adjustments in 2021 for Mr. Salik and Mr. Schaefer based on general market movement and comparative pay data:
NEO
Base Salary
Rate as of
January 1, 2021
Base Salary
Rate as of
March 29, 2021
% Increase
Mr. Amato
$700,000
$715,000
2.1%
Mr. Mell(1)
N/A
$415,000
—%
Mr. Salik
$350,000
$358,750
2.5%
Mr. Schaefer
$330,939
$337,591
2.0%
Mr. Zalupski(2)
$432,600
$432,600
—%
Mr. Sherbin(3)
$400,400
$400,400
—%
(1)
Mr. Mell was hired in April 2021, and this salary rate was effective as of his commencement of employment.
(2)
Mr. Zalupski departed from the Company on September 30, 2021. His base salary rate was not increased during 2021.
(3)
Mr. Sherbin departed from the Company on May 11, 2021. His base salary rate was not increased during 2021.
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2021 Short-Term Incentive Compensation Program
The goal of the STI is to support our overall business objectives by aligning Company performance with the goals of shareholders and focusing attention on the key measures of success. The STI also plays a key role in ensuring that our annual cash compensation opportunities remain competitive.
Target Awards. Each of our NEOs had a target STI opportunity for the year that was expressed as a percentage of base salary. The 2021 target incentive award percentage for each NEO (except for Mr. Mell) remained unchanged from 2020. Target awards for 2021 are shown in the following chart:
NEO
Target STI
Amount
Target Award as
Percent of Salary
Mr. Amato
$715,000
100.0%
Mr. Mell
$269,750
65.0%
Mr. Salik
$215,250
60.0%
Mr. Schaefer
$219,434
65.0%
Mr. Zalupski (1)
$302,820
70.0%
Mr. Sherbin (2)
$260,260
65.0%
(1)
Mr. Zalupski departed from the Company on September 30, 2021. His target award was not increased during 2021.
(2)
Mr. Sherbin departed from the Company on May 11, 2021. His target award was not increased during 2021.
Depending on the performance results achieved, actual awards generally can vary as a percent of target from 0% to a maximum of 200%. The Compensation Committee and Mr. Amato, balancing the difficulty of attaining the maximum target objectives with the financial outcomes achieved, wanted to incentivize the NEOs to deliver exceptional financial performance that would result in enhanced shareholder returns.
Performance Measures
Each year, the Committee approves the specific performance metrics for that year’s STI program and the relative weightings based on the importance of each measure to the Company’s fiscal year financial results. If the designated target level for a performance metric is attained, the STI award will pay out at 100% for that metric. The threshold is the lowest level of 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.
2021 STI Performance Measures. The following underlying performance metrics were selected for the NEOs’ 2021 STI awards as indicated below:
TriMas Consolidated Operating Profit - 70% for Messrs. Amato, Mell, Zalupski and Sherbin and 30% for Messrs. Salik and Schaefer. 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, merger and acquisition diligence and transaction costs, cost savings projects, the impact of purchase accounting, 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;
TriMas Consolidated Cash Flow - 30% for Messrs. Amato, Mell, Zalupski and Sherbin (not a factor for Messrs. Salik and Schaefer). 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, amortization and stock compensation, (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 critical to funding our capital allocation priorities and an important measure of our ongoing liquidity and stability;
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TriMas Divisional Operating Profit - 40% for Mr. Salik (TriMas Packaging) and Mr. Schaefer (TriMas Aerospace). This measure rewards based on performance in divisional 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, the Special Items described above. 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 for officers with primary responsibilities for our divisions; and
TriMas Divisional Cash Flow - 30% for Mr. Salik (TriMas Packaging) and Mr. Schaefer (TriMas Aerospace). Cash flow is the sum of divisional 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, amortization and stock compensation, (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 critical to funding our capital allocation priorities and an important measure of our ongoing liquidity and stability especially at our divisional levels.
For 2021, the specific underlying performance goals and actual achievements were as follows: (dollars in millions):
 
 
 
 
 
 
 
 
 
 
Metric
Payout as % of Target
Threshold (1)
Target(1)
Maximum (1)
Actual
2021 Results(2)
Weighting
Payout
%
TriMas
Consolidated
Operating Profit
Performance Goal
$90.3
$102.7
$125.9
$121.5
70% /
30%(3)
111.8% / 47.9%
 
Payout as % of Target
25%
100%
200%
159.7%
 
TriMas
Consolidated
Cash Flow
Performance Goal
$67.9
$82.3
$98.8
$110.2
30% /
0%(4)
60.0%
 
Payout as % of Target
25%
100%
200%
200%
TriMas Packaging Operating Profit
Performance Goal
$84.0
$101.8
$117.1
$105.1
40%(5)
45.2%
 
Payout as % of Target
25%
100%
200%
112.9%
TriMas Packaging Cash Flow
Performance Goal
$77.2
$93.5
$112.2
$92.2
30%(5)
29.4%
 
Payout as % of Target
25%
100%
200%
98.0%
TriMas Aerospace Operating Profit
Performance Goal
$14.5
$17.6
$20.2
$18.1
40%(6)
45.3%
 
Payout as % of Target
25%
100%
200%
113.1%
TriMas Aerospace Cash Flow
Performance Goal
$25.8
$31.3
$37.5
$35.0
30%(6)
40.5%
 
Payout as % of Target
25%
100%
200%
135.0%
(1)
Threshold, target and maximum STI amounts were determined on a pre-STI expense and accrual basis, to ensure the plan is self-funding.
(2)
Actual 2021 results were determined on a pre-STI expense and accrual basis, to ensure the plan is self-funding, as well as on a constant currency basis, using currency rates defined at the time the measures were approved. Preparing on a constant currency basis 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.
(3)
The TriMas Consolidated Operating Profit for Messrs. Amato and Mell is weighted 70% and weighted 30% for Messrs. Salik and Schaefer.
(4)
The TriMas Consolidated Cash Flow for Messrs. Amato and Mell is weighted 30% and 0% for Messrs. Salik and Schaefer.
(5)
The TriMas Packaging Operating Profit and TriMas Packaging Cash Flow metrics apply only to Mr. Salik.
(6)
The TriMas Aerospace Operating Profit and TriMas Packaging Cash Flow metrics apply only to Mr. Schaefer.
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Award Determination and Payouts. In February 2022, the Committee determined and certified the degree to which the underlying STI goals for the prior year were achieved, which actual results are highlighted in the table above. As a result, our NEOs (except Messrs. Sherbin and Zalupski, as further described below) earned the following STI payouts in cash for 2021 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)(2)
Mr. Amato
100.0%
$715,000
171.8%
$1,228,370
Mr. Mell
65.0%
$269,750
171.8%
$317,418
Mr. Salik
60.0%
$215,250
122.5%
$263,681
Mr. Schaefer
65.0%
$219,434
133.7%
$293,383
Mr. Zalupski
70.0%
$302,820
100.0%
$302,820
Mr. Sherbin
65.0%
$260,260
100.0%
$260,260
(1)
In connection with their separations from the Company, Messrs. Sherbin and Zalupski were entitled under the terms of our Executive Severance / Change of Control Policy (effective as of March 4, 2019) (the “Prior Severance Policy”) to receive pro-rated payout based on actual results of their 2021 STI awards. Under the terms of their Separation Agreements negotiated with us, Messrs. Sherbin and Zalupski instead received cash payment of the target level of their 2021 STI awards following their separations from the Company.
(2)
Mr. Mell was hired in April 2021, and his STI payout is pro-rated from hire date.
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.
2021 Long-Term Incentive Awards
Under the 2021 Long-Term Incentive Award Program (“2021 LTI”), equity awards were granted to our NEOs, except Mr. Sherbin, and under the 2017 Equity and Incentive Compensation Plan in order to promote the achievement of the Company’s strategic goals. The Committee granted PSUs and/or RSUs to our other NEOs, to be settled in shares, with each vehicle accounting for (except for Mr. Mell) 50% of the overall 2021 LTI target award value. Mr. Mell received only RSUs in connection with his commencement of employment in 2021 due to the timing of such employment.
In determining the total value of the 2021 LTI award opportunity for each NEO, the Committee reviewed survey data provided by Meridian regarding competitive award levels and considered each participant’s total compensation targets and level of responsibility within the organization. The Committee determined to increase Mr. Amato’s annual LTI award by $100,000, determined Mr. Mell’s initial RSU award value, and decided to make no adjustment to the target level for Mr. Zalupski. The 2021 LTI award values for Mr. Salik and Mr. Schaefer were determined by Mr. Amato based on general market movement and comparative pay data.
The approved target 2021 LTI grants for our NEOs are as follows:
Name
RSUs
($ Value)
2021-2023 Cycle
PSUs
($ Value)(1)
Mr. Amato
$1,249,987
$1,249,987
Mr. Mell
$449,988
$
Mr. Salik
$131,241
$131,241
Mr. Schaefer
$124,976
$125,009
Mr. Zalupski
$349,998
$349,998
Mr. Sherbin
$
$
(1)
Grant date fair value may differ from the approved target value for PSUs due to ASC 718 compensation expense considerations.
The dollar values listed in the above chart for all participating NEOs, except Mr. Mell, for the RSUs and PSUs were converted into a whole number of units based on the Company’s closing stock price on March 11, 2021,
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(the grant date) of $33.15 per share. The dollar value listed for Mr. Mell in the above chart for RSUs was converted into whole number of units based on the Company’s closing price on July 1, 2021, (his applicable grant date) of $30.29 per share. The 2021 RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award. Mr. Mell is not participating in the 2021-2023 PSU cycle (or in any other prior PSU cycle) due to the timing of his employment in mid-2021.
Dividend equivalents are accrued with respect to RSUs at the same time as dividends are paid on the Company’s common stock. However, the value of these dividend equivalents is not paid unless and until the RSUs actually vest and are settled.
The 2021 PSU awards are designed to be earned based on the achievement of specific performance measures over a period of three calendar years. For the 2021-2023 cycle that began on January 1, 2021, and ends on December 31, 2023, 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 is 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 2021-2023 performance period would vest in 2024.
Dividend equivalents are credited with respect to PSUs at the same time as dividends are paid on the Company’s common stock. However, the value of these dividend equivalents is not paid unless and until performance goals are met with respect to the PSUs and such earned PSUs are settled.
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TriMas Corporation
2019 PSU Grant (2019 - 2021 Performance Period) - Results
The following information is provided to describe the performance goals for the 2019 PSU awards, the actual results relative to such performance goals and how the Company calculated the payout amount for each 2019 PSU award.
The 2019-2021 cycle PSU awards provided to the participating NEOs in 2019 consisted of performance-based opportunities, of which 50% could be earned based on the achievement of the Company’s RTSR percentile rank against the S&P SmallCap 600 Capped Industrials Index, and 50% could be earned based on EPS CAGR performance, in each case for a performance period beginning January 1, 2019, to December 31, 2021. Overall achievement could vary from 0% to 200% of the target award (assuming maximum performance), with no portion of the award earned with respect to a metric if performance fell below the threshold level for that metric.
The RTSR and EPS CAGR performance levels, achieved results, and resulting percentage of target award achieved for the 2019 PSU awards are summarized in the following tables. If performance was above the threshold level for either metric but between two performance levels shown in the applicable table, the payout percentage was determined based on straight-line mathematical interpolation.
RTSR Performance Matrix
Performance Level
Relative Total Shareholder Return
RTSR 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%
EPS CAGR Performance Matrix
EPS CAGR %
EPS CAGR PSUs Earned
(50% of target)
<4.5%
0.0%
4.5% (Threshold)
40.0%
5.0%
50.0%
5.5%
65.0%
6.0%
77.5%
6.5%
90.0%
7.5% (Target)
100.0%
8.5%
120.0%
9.5%
140.0%
10.0%
160.0%
10.5%
180.0%
11.0% or more (Maximum)
200.0%
Actual Achievement and Payout
 
Results
Achieved
Attainment
Weighting
% of Target
Achieved
RTSR
TSR = 27.34%, 31.818th Percentile
34.09%
50%
17.04%
EPS CAGR
7.2% EPS CAGR
96.67%
50%
48.34%
Total Payout
65.38%
The achieved EPS CAGR included adjustments for acquisitions and divestitures, as well as merger and acquisition costs, asset impairments, business restructuring costs and other Special Items pursuant to the
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terms of the Equity Plans and as approved by the Committee. These adjustments were consistent with the types of adjustments made to PSU awards in prior years. No adjustments were made related to the impact of the COVID-19 pandemic.
The earned 2019 PSUs will be settled in shares in May 2022.
In the case of Messrs. Sherbin and Zalupski, the settlement determinations for the 2019 PSUs were assessed differently than as described above. In connection with their separations from the Company, Messrs. Sherbin and Zalupski were entitled under the terms of our Prior Severance Policy to receive pro-rated payout based on actual results of their 2019 PSUs. Under the terms of their Separation Agreements negotiated with us, however, Messrs. Sherbin and Zalupski instead received accelerated vesting of their 2019 PSUs (and their 2020 PSUs and, in the case of Mr. Zalupski, his 2021 PSUs) at the applicable awards’ target levels following their separations from the Company. Payout for these accelerated awards have been (or will be) made at various times depending on the applicable terms and conditions for such awards. For more information about Messrs. Sherbin and Zalupski’s departures, and compensation and benefits payable to them in connection with their departures, including under their Separation Agreements, please see “Post-Employment Compensation” below.
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”) is designed to reward continued employment with the Company and assist participants with financial preparation for retirement. Under the Plan, the Company provides a matching contribution of 75% of the participant’s first 5% contributed, up to a maximum of 3.75% of their 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 this additional program to enhance total executive pay so that it remains competitive in the market. The Company funds a Rabbi Trust for our obligations under this program. Trust assets are subject to the claims of the Company’s creditors in the event of bankruptcy.
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. Sherbin and Zalupski). Messrs. Sherbin and Zalupski’s contributions are 100% vested. Effective March 5, 2021, SERP participation was no longer offered to Mr. Sherbin and effective April 30, 2021, SERP participation was no longer offered to Mr. Zalupski. Messrs. Amato, Mell, Salik and Schaefer do 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 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.
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Perquisites
In lieu of other Company-provided perquisites, the Company maintains a Flexible Cash Allowance Policy. Under this program, participating executives receive a quarterly cash allowance. Eligibility for the cash allowances, and the amounts, are periodically reviewed by the Committee. Mr. Amato does not participate in this program. Quarterly cash payments are made at the start of each fiscal quarter.
For fiscal year 2021, the NEOs received the following cash allowances:
Each of Messrs. Salik, Schaefer, Zalupski and Sherbin - $25,000; and
Mr. Mell - $18,750 (pro-rated based on his commencement of employment).
Change-of-Control and Severance-Based Compensation
The continuing NEOs are covered by the Company’s Executive Severance/Change in Control Policy (“Severance Policy”). For more information about the operation of the Severance Policy, please see the “Post-Employment Compensation” section below. The following is a description of the revised Severance Policy in effect at the end of 2021 for our continuing NEOs. In general, the Severance Policy provides that the Company will make severance payments to a participating executive if his or her employment is terminated under certain qualifying circumstances, including termination without cause or for good reason both before or after a change in control of the Company. The Severance Policy does not provide for any excise tax gross-ups; however, it provides for payments otherwise due upon a change in control to be reduced to ensure that none are subject to the golden parachute excise tax. The Severance Policy provides important financial protection to the 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 executive execute a release of claims in favor of the Company in order to receive any benefits under the Severance Policy. The Committee believes that offering this program is consistent with market practices, helps ensure the Company can both attract and retain executive talent, and will assist with management stability and continuity in the face of a possible business combination.
The Committee periodically reviews the Severance Policy to evaluate both its effectiveness and competitiveness and to determine the value of potential payments. As further described below, certain material changes impacting the NEOs were made in an August 2021 revision of the Severance Policy.
In connection with both Mr. Sherbin’s May 2021 departure and Mr. Zalupski’s September 2021 departure, the Company entered into a Separation Agreement, dated as of February 26, 2021, with Mr. Sherbin and a Separation Agreement, dated as of May 21, 2021, with Mr. Zalupski to document the terms of the compensation and benefits Messrs. Sherbin and Zalupski were or will be entitled to receive under the Prior Severance Policy and otherwise in connection with the termination of each of their respective employments with the Company. Please see “Post-Employment Compensation” for more information about the Separation Agreements and the compensation and benefits payable to Messrs. Sherbin and Zalupski in connection with their departures.
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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.
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
Multiple Performance Metrics. The long-term incentive program uses multiple performance measures that encourage employees to focus on the overall strength of the business rather than a single financial measure.
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.
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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 continuing NEOs. The guidelines are expressed as a multiple of base salary, as set forth below:
Mr. Amato
5x
Messrs. Mell, Salik and Schaefer
3x
As of December 31, 2021, Mr. Amato was in compliance with the stock ownership guidelines and the three other continuing NEOs are on a path to timely compliance. New executives designated as participants have five years from the time they are named to a qualifying position to meet the ownership guidelines. Adherence to these guidelines will be evaluated each year on the last trading day of the 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 non-compliant solely due to subsequent stock price declines as long as the executive continues to hold at least the number of shares the executive held as of the measurement date until the guideline ownership is again achieved.
Generally, Common Stock owned or beneficially owned by the executive, service-vesting restricted stock or restricted stock units, and vested, in-the-money stock options count toward satisfaction of the guidelines. Before satisfying the guidelines, an executive must hold at least 50% of shares acquired from equity compensation awards (generally, after recognition of shares or cash used for tax withholding or to pay the exercise price of an option).