TRIMAS CORP
For the period ended May 14, 2025. Filed Mar 27, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Mar 27, 2025
Contents
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.
| 2025 ANNUAL MEETING OF SHAREHOLDERS Date Wednesday, May 14, 2025 Time8:00 a.m. Eastern Time Via Webcast www.virtualshareholder meeting.com/TRS2025 | HOW TO VOTE |
| To vote VIA THE INTERNET prior to the virtual meeting, visit www.proxyvote.com up until 11:59 p.m. Eastern Time, on May 13, 2025. You will need the 16-digit control number on your Notice of Internet Availability of Proxy Materials or proxy card to vote online. | |
| To vote BY TELEPHONE, call 1-800-690-6903 from a touch-tone phone up until 11:59 p.m. Eastern Time, on May 13, 2025. You will need the 16-digit control number on your Notice of Internet Availability of Proxy Materials or proxy card to vote by telephone. | |
| To vote BY MAIL, mark, sign, date and return your proxy card in the enclosed envelope to:Vote Processing, c/o Broadridge 51 Mercedes WayEdgewood, NY 11717 | |
| Your proxy card must be received by the Company on or prior to May 13, 2025. | |
| To vote during the virtual meeting, visit www.virtualshareholder meeting.com/TRS2025 and use your 16-digit control number. |
| 2025 Proxy Statement | I | 1 |
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VOTING MATTERS AND BOARD RECOMMENDATIONS
| Proposals · Board Recommendation | ||
|---|---|---|
| 1 | Elect two directors to serve until the Annual Meeting of Shareholders in 2028 | FOR ALLDIRECTOR NOMINEES |
| 2 | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025 | FOR |
| 3 | Approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers | FOR |
GENERAL INFORMATION
| Stock SymbolTRS Stock ExchangeThe NASDAQ Global Market LLC | Common Shares Outstanding as of Record Date40,716,445 Registrar and Transfer AgentComputershare | State and Year of IncorporationDelaware, 1986 Corporate Websitewww.trimas.com Investor Relations Websitehttp://ir.trimas.com |
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| 2 | I | 2025 Proxy Statement |
BOARD & GOVERNANCE HIGHLIGHTS
| 20Board Meetings in Fiscal Year 2024 8Audit Committee Meetings in Fiscal Year 2024 5Compensation Committee Meetings in Fiscal Year 2024 4Governance and Nominating Committee Meetings in Fiscal Year 2024 | Best Practices |
| Independent Chairman of the Board | |
| 7 of 9 directors are independent | |
| Regular independent director executive sessions | |
| Board committees are composed exclusively of independent directors | |
| Designated Board committees have oversight of certain key risk areas | |
| Board and senior management stock ownership guidelines | |
| Annual Board and committee self-evaluation and questionnaire process | |
| Mandatory retirement age of 75 for directors (excluding directors serving on the Board as of 2013) | |
| Directors and officers are restricted from hedging or pledging Company stock |
Leadership Transition
Search underway for a successor Chief Executive Officer (“CEO”) and Chief Financial Officer to lead TriMas through its next chapter of growth and value creation
Smooth transition plan in place, including Mr. Thomas A. Amato remaining with the Company through June 30, 2025, and Ms. Teresa M. Finley serving as Interim Chief Financial Officer until the appointment of a permanent successor
Proactive approach to Board refreshment, including regular reviews of the Board’s composition to ensure it has the right mix of expertise and experience to oversee the Company’s strategy and execution
Appointment of four new directors since 2020, with a fifth nominee for director nominated for election at the Annual Meeting
| 2025 Proxy Statement | I | 3 |
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EXECUTIVE COMPENSATION HIGHLIGHTS
Best Practices
Use of independent compensation consultant
Executive compensation is assessed annually by a third party
Program is designed in a manner to discourage excessive risk-taking
Significant amount of executive pay is performance-based, conditioned on the achievement of predetermined financial goals related to corporate performance
Management stock ownership guidelines align interests with shareholders
No employment agreements with executives
Nasdaq-compliant clawback policy requires the Compensation Committee to recoup or rescind variable compensation under certain circumstances
Annual “Say-on-Pay” vote on named executive officer compensation
OUR COMMITMENT TO SUSTAINABILITY
| TriMas views sustainability as both a fundamental responsibility and a strategic priority, embedded in every aspect of our business. Our sustainability initiatives are structured around four key pillars: Governance & Ethics, People, Environment and Products. These pillars provide a framework for managing our sustainability priorities and enterprise-wide initiatives. Key goals and performance metrics are closely monitored by Company leadership, including our ESG Steering and Action Committees, as well as the Governance and Nominating Committee of our Board of Directors. | |
| We are dedicated to cultivating a workplace culture focused on diversity, inclusion, respect and equal opportunity, and we expect our suppliers to uphold these principles. This environment enables all employees to achieve their fullest potential, irrespective of differences. We welcome and embrace innovative ideas and diverse perspectives that enrich our business. We firmly believe that fostering a culture of inclusion, acceptance, and | |
| ongoing improvement unites our team and strengthens our organization. | |
| We are dedicated to environmental stewardship and have implemented key initiatives to reduce our carbon footprint and conserve natural resources. Our environmental data collection system allows us to transparently report essential metrics, including Scope 1 and Scope 2 greenhouse gas emissions, energy and water usage, waste and air emissions data. We remain committed to refining our reporting and enhancing our metrics to drive continuous improvement in our environmental performance against our targets. | |
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We are committed to driving continuous product and process innovations that reduce energy consumption, minimize waste, enhance recyclability and lower operational costs. Our global team of engineers and designers is dedicated to developing sustainable solutions that meet both environmental and business needs. Through strong customer partnerships, a flexible global manufacturing network, cutting-edge technology and socially responsible practices, we help our customers achieve their goals while operating sustainably. We take pride in our progress and remain focused on creating innovative, eco-friendly solutions that make a lasting impact.
In 2024, we continued to advance our sustainability efforts across multiple fronts. As active participants in the United Nations Global Compact (UNGC), we reinforce our commitment to the United Nations Sustainable Development Goals (SDGs). We also published TriMas’ CDP report and Task Force on Climate-Related Financial Disclosures (TCFD) Index, integrating climate-related financial disclosures and risk assessments into our reporting. Additionally, through the TriMas Foundation, our corporate charitable giving program, we remain dedicated to supporting the communities where our employees live and work. Since launching our company-wide ESG initiative, we have consistently identified and implemented strategies that benefit our customers, employees, the environment, and society—while driving long-term growth and delivering shareholder value.
| 2025 Proxy Statement | I | 5 |
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