TRS TriMas Corporation

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

 

To the Shareholders of TriMas Corporation:

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (“TriMas” or the “Company”) will be held virtually on Wednesday, May 14, 2025, at 8:00 a.m. Eastern Time. You will be able to attend and vote during the Annual Meeting, via live webcast by visiting www.virtualshareholdermeeting.com/TRS2025. You may also submit questions online before the start of the Annual Meeting. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the following purposes:

We encourage you to read this proxy and our 2024 Annual Report, as well as visit our website at www.trimas.com to learn more about TriMas. There you will find additional information about our performance and how we are working to enhance shareholder value.

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

Bloomfield Hills, Michigan

This notice of Annual Meeting, proxy statement and form of proxy are being distributed and made available on or about March 27, 2025.

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

 

Corporate Headquarters

 

This proxy statement contains information regarding the 2025 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 Wednesday, May 14, 2025, via live webcast at www.virtualshareholdermeeting.com/TRS2025. The Company’s Board of Directors (“Board”) has fixed the close of business on March 17, 2025, 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 27, 2025. The Company will bear the cost of soliciting proxies.

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

 

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.

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

As previously disclosed, the Board and Mr. Thomas A. Amato have agreed that Mr. Amato will transition from the role of President and Chief Executive Officer of the Company and Mr. Amato will not stand for re-election to the Board at the Annual Meeting. The Board thanks Mr. Amato for his contributions and dedication to the Company.

As previously disclosed, Mr. Jeffrey M. Greene informed the Board that he will not stand for re-election to the Board at the Annual Meeting. The Board thanks Mr. Greene for his contributions and dedication to the Company.

The Board has nominated Ms. Adrianne W. Shapira for election at the Annual Meeting as a new Class I director. Mr. Jeffrey A. Fielkow and Ms. Shapira have consented to stand for re-election and election, respectively, to serve until the 2028 Annual Meeting of Shareholders. If either of them should become unavailable, the Board may designate a substitute nominee. In that case, the proxy holders named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee(s).

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

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

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

As more fully reflected in the chart below, the Board believes that the directors and nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise as a whole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that each director satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. In addition, the Board has 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.

 

The Board Diversity Matrix below presents the Board’s diversity statistics as of March 27, 2025.

 

 

 

 

 

 

 

 

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

During 2024, the Board held twenty meetings, the Audit Committee held eight meetings, the Compensation Committee held five meetings, and the Governance and Nominating Committee held four meetings.

The Board currently consists of nine directors, divided into three classes 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 another three-year term at the annual meeting in the year in which their term expires. The Board believes that independent Board leadership is a critical component of our governance structure. Since June 2002, the Company has separated the roles of the Board chair (“Chair”) and the CEO. The Board believes this current structure of separating the roles of Chair and CEO allows our CEO to focus his time and energy on strategy and operations. Meanwhile, this structure allows our independent Chair to lead the Board in its oversight responsibilities.

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

The Board has determined, after considering all of the relevant facts and circumstances, that Messrs. Fielkow, Greene, Parker, Sedaghat, Stanage and Tredwell, and Mses. Boehne and Shapira (the Board’s new director nominee), are “independent” from management in accordance with the Nasdaq listing standards and the Company’s Corporate Governance Guidelines. Additionally, the Board determined that Mr. Valenti, who did not stand for re-election at the Company’s 2024 Annual Meeting of Shareholders, was “independent” from management in accordance with the Nasdaq listing standards and the Company’s Corporate Governance Guidelines. Ms. Finley was previously considered independent; however, she currently serves as our Interim Chief Financial Officer, and due to that role, the Board has determined that she is not independent at this time. Once Ms. Finley’s interim service ends, the Board will reassess whether she qualifies as an independent director depending on the length of her service as Interim Chief Financial Officer and other factors. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company’s Corporate Governance Guidelines.

All directors during 2024 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 2024 Annual Meeting of Shareholders attended the 2024 Annual Meeting. All directors are expected to attend all Board meetings, including the annual meeting, and meetings of each committee of which they are a member. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the President and Chief Executive Officer, and other executives on matters that may affect the Company.

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

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

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

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

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

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

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

The Governance and Nominating Committee generally relies on multiple sources for identifying and evaluating nominees, including referrals from the Company’s current directors and management. Mr. Shawn S. Sedaghat was recommended to the Governance and Nominating Committee as a candidate for director by non-management directors. Ms. Adrianne W. Shapira was recommended to the Governance and Nominating Committee as a candidate for director by Mr. Sedaghat. The Governance and Nominating Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an annual meeting, so long as such recommendations are sent on a timely basis to the Secretary of the Company and are in accordance with the Company’s bylaws. The Governance and Nominating Committee will evaluate nominees recommended by shareholders against the same criteria. The Company did not receive any nominations of directors by shareholders for the Annual Meeting. See “How and when may I submit a shareholder proposal or director nomination for the 2026 Annual Meeting?” for more information.

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

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

Compensation Committee Interlocks and Insider Participation. Mses. Boehne and Finley and Messrs. Greene, Stanage and Tredwell served on the Company’s Compensation Committee during 2024. No current or prior member of the Compensation Committee during 2024 is or was previously an officer or employee of the Company, or had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

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

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

The Company’s sustainability mission envisions meeting the needs of the Company’s customers, while conducting business in a socially, economically and environmentally responsible manner to the benefit of current and future generations, thereby creating value for all stakeholders. The Company published its inaugural Sustainability Report in 2020, which highlighted its global sustainability initiatives. Since that time, the Company has increased its commitment toward responsible environmental, social and governance (“ESG”) practices. In 2021, the Company formed the ESG Action Committee, which is comprised of cross-functional leaders across the Company and is responsible for continuous improvement efforts related to sustainability and ESG initiatives, under the guidance of the ESG Steering Committee, which consists of senior management, and the Board’s Governance and Nominating Committee. You can read more about the Company’s sustainable product offerings; initiatives to develop a more diverse workforce; focus on health, safety and environmental matters; commitment to integrity and ethical business conduct; and proactive approach to community involvement and other sustainability efforts, by reviewing the TriMas Sustainability Reports found at www.trimas.com under the “Sustainability” section. The Company released its 2023 Sustainability Update, detailing all of its recent progress, on July 19, 2024. Information on the website, including the TriMas Sustainability Reports, is not incorporated by reference in, and does not form a part of, this proxy statement.

The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board with respect to that compensation, as appropriate. Meridian Compensation Partners, LLC (“Meridian”) is retained by and reports directly to the Compensation Committee, and advises the Compensation Committee regarding executive and director compensation matters. The Compensation Committee and Board believe that directors should receive a mix of cash and equity over their tenure. The combination of cash and equity compensation is intended to provide incentives for directors to continue to serve on the Board and to attract new directors with outstanding qualifications. Directors may make an annual election to defer receipt of their cash compensation, provided the election is made prior to the fiscal year in which the deferral is effective.

Annual Cash Retainer and Meeting Fees. For 2024, each independent director who served for the entirety of 2024 received an annual cash retainer of $100,000. The chair of the Board and of each of the Audit, Compensation, and Governance and Nominating Committees received an additional annual cash retainer in the amounts of $100,000, $20,000, $15,000 and $10,000, respectively. Mr. Valenti earned a pro-rated portion of the 2024 cash retainer and chairman retainer based on his Board service end date in 2024. Mr. Parker earned a pro-rated portion of the 2024 chairman retainer based on his chairman effective date in 2024.

The Company operates a director retainer share election program to permit directors to make an annual election to receive unrestricted stock or cash for deferred compensation for Board service in lieu of cash at the time payment is made each quarter. For 2024, two independent directors (Mses. Boehne and Finley) elected to defer receipt of their cash Board compensation.

Equity Compensation. As part of the independent directors’ annual compensation package, each independent director also receives an annual grant of restricted stock units with a grant date fair market value of approximately $100,000, with each grant generally subject to the director’s continued service on the Board for a one-year vesting period. In March 2024, 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. In 2024, the Board increased these guidelines to require that all such directors must own, within five years after initial election to the Board as an independent director, shares of Company stock having a value equal to five times their annual cash retainer (excluding any additional retainers for Board and committee chair service). Under the previous guidelines, this requirement was three times their annual cash retainer. Directors have an additional five years from the time of this increase to satisfy the heightened requirement. Unrestricted stock and service-based restricted stock units are counted toward fulfillment of this ownership requirement. As of December 31, 2024, each independent director was in compliance or on a path to timely compliance with his or her stock ownership requirement. If an independent director does not meet the stock ownership guidelines, the Compensation Committee may consider such fact in determining the award of future equity awards to such director.

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

Other. The Company reimbursed all directors for expenses incurred in attending Board and committee meetings in 2024. The Company does not provide any perquisites to directors.

The table below sets forth as to each non-employee director the aggregate number of restricted stock units outstanding as of December 31, 2024. As of such date, none of our non-employee directors held any stock options or stock awards other than restricted stock units.

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

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

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

Insider Trading Policy. We have an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, and have implemented processes applicable to the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.

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

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

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

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

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

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

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

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

The Audit Committee

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

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, 2025. Deloitte served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022. 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, 2025, unless specified otherwise.

The following table presents fees billed by Deloitte for professional services rendered related to the audits of the Company’s annual financial statements for the years ended December 31, 2024, and 2023, respectively, and fees for other services rendered during those periods.

Audit fees include fees billed for the integrated audit of the Company’s annual consolidated financial statements and internal control over financial reporting, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and audits of statutory financial statements. Statutory audit fees billed were approximately $0.2 million and zero for 2024 and 2023, respectively.

The Company engages Deloitte to assist with its U.S. tax compliance reviews. In addition, tax fees in 2024 and 2023 include amounts for various tax deduction and assessment projects. Except for the amounts disclosed above, there were no tax fees billed by Deloitte during 2024 or 2023, 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 2024 and in 2023 is compatible with maintaining auditor independence.

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

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

On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent registered public accounting firm. No services are undertaken which are not pre-approved. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All of the services provided by Deloitte, our independent auditor in 2024 and 2023, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee under its pre- approval policies.

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

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

As required pursuant to Section 14A of the Securities Exchange Act of 1934, or the Exchange Act, the Company is providing shareholders with an advisory (non-binding) vote to approve the compensation paid to our NEOs as disclosed in this proxy statement. This advisory vote is commonly known as a “Say-on-Pay” vote. At the 2023 Annual Meeting of Shareholders, a majority of the votes cast on a proposal regarding the frequency for future Say-on-Pay votes approved the Board’s recommendation to hold future Say-on-Pay votes on an annual basis. The Company adopted an annual Say-on-Pay vote program in 2023 after considering these voting results. The last Say-on-Pay vote took place at the 2024 Annual Meeting of Shareholders, during which we received approximately 85% approval of our Say-on-Pay resolution.

At its first meeting held after our 2024 Say-on-Pay vote, the Compensation Committee reviewed the voting results described above. After taking into consideration the substantial 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 2024 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 2024 Say-on-Pay vote, and expects to continue to take those voting policies into account when considering changes to our executive compensation program.

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

Highlights of our compensation program include the following:

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

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

As an advisory vote, this proposal is not binding on the Company. However, our Compensation Committee and Board value the opinions of our shareholders and expect to consider the outcome of the vote when making future compensation decisions regarding the Company’s NEOs. The next Say-on-Pay vote is expected to be held at our 2026 Annual Meeting of Shareholders.

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

The percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares (1) voting power, which includes the power to vote or to direct the voting of the security, (2) investment power, which includes the power to dispose of or to direct the disposition of the security, or (3) rights to acquire Common Stock that are currently exercisable or convertible, or will become exercisable or convertible within 60 days of the Record Date. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. As of the Record Date, the Company had 40,716,445 shares outstanding.

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

As previously disclosed, on March 14, 2025, Scott A. Mell tendered his resignation as the Chief Financial Officer and as an employee of the Company, effective March 20, 2025. On March 19, 2025, the Board appointed Teresa M. Finley, a member of the Board, as the Company’s Interim Chief Financial Officer (“Interim CFO”), effective as of March 20, 2025. In connection with her appointment as Interim CFO, Ms. Finley will continue to serve as a member of the Board, but stepped down as a member of the Board’s Audit Committee and Compensation Committee.

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

Teresa M. Finley. Business experience provided under “Director and Director Nominees.”

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

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

This Compensation Discussion and Analysis (“CD&A”) describes and analyzes the executive compensation program in place at the Company for our NEOs for 2024, which NEOs are:

Mr. Amato has served as our President and Chief Executive Officer since July 2016. In January 2025, we and Mr. Amato agreed to Mr. Amato’s transition from his current role. Mr. Amato will remain with the Company through June 30, 2025, and will remain President and Chief Executive Officer until the earlier of that departure or the appointment of his successor. If Mr. Amato’s successor is appointed before June 30, 2025, Mr. Amato will transition at that time to non-executive employment with the Company as a special advisor to assist his successor with transition matters until June 30, 2025 (“Special Advisor Service”). On June 30, 2025, Mr. Amato’s employment with the Company will end in a manner triggering CEO-level compensation and benefits under Section 1 of the Company’s Executive Severance/ Change in Control Policy, dated August 11, 2021 (the “Executive Severance Policy”). We refer to Mr. Amato’s transition from the Company as the “CEO Transition,” and on January 4, 2025, we entered into a Transition and Separation Agreement with Mr. Amato to memorialize the terms of the CEO Transition. In addition, on March 14, 2025, Scott A. Mell tendered his resignation as the Chief Financial Officer and as an employee of the Company, effective March 20, 2025. On March 19, 2025, the Board appointed Teresa M. Finley, a member of the Board, as the Company’s Interim CFO, effective as of March 20, 2025. In connection with her appointment as Interim CFO, Ms. Finley will continue to serve as a member of the Board, but stepped down as a member of the Board’s Audit Committee and Compensation Committee.

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

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

TriMas designs, develops and manufactures a diverse set of products primarily for the consumer products, aerospace & defense and industrial markets through market leading brands and reports its results in the Packaging, Aerospace and Specialty Products segments. With approximately 3,900 employees in 13 countries, our wide range of innovative products 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 brand names in the markets we serve; innovative product technologies and features; a high degree of customer-approved processes and qualified products; strong cash flow conversion characteristics; long-term growth opportunities; and a commitment to sustainability.

During 2024, we, like many others, navigated ongoing challenges, including cost inflation and continued fluctuating customer demand in certain product lines. After approximately one year of customer destocking impacting many of our dispensing and closure products, demand began to rebound within TriMas Packaging in early 2024, at times increasing above installed capacity for certain products, which in turn, affected manufacturing costs and efficiency. One of our largest industrial product lines, steel cylinders, also experienced demand volatility, transitioning from record-high order rates in early 2023 to a year of substantial destocking. Despite these challenges, we closed 2024 with strong organic sales growth within our Packaging and Aerospace groups, partially offset by a significant sales decline in the Specialty Products segment, primarily due to market inventory adjustments compared to the prior year. Within our Packaging group, we have taken actions to drive sustained growth and continuous improvement in 2025. Meanwhile, our TriMas Aerospace group achieved record levels of bookings and enhanced margins. In our Specialty Products segment, we took significant cost reduction actions during 2024 to better align with demand in our Norris Cylinder business. As a result, we believe we are well-positioned to deliver stronger performance as the market recovers.

Throughout 2024, we worked closely with our customers to understand their longer-term demand needs, while implementing operational improvements and adjusting our cost structure where feasible—laying a strong foundation for 2025. Additionally, we continued investing in key functional capabilities essential for our future growth, prioritizing innovation, sustainable solutions and digital transformation. At the same time, we returned more than 2% of capital to our shareholders between share buybacks and quarterly dividends in 2024, reinforcing our commitment to a balanced capital allocation strategy while maintaining a strong balance sheet. Throughout the year, TriMas also made significant strides in our sustainability initiatives, demonstrating our ongoing commitment to driving positive societal impact and environmental stewardship.

During 2024, the management team achieved the following results:

Throughout 2024, we took proactive steps to strengthen the foundation for our businesses and position us well for the future, including continued investments in commercial and technical resources and systems, advancements in automation and production efficiency, and the development of innovative and sustainable products. Looking ahead, we remain focused on executing our growth strategy by leveraging the TriMas Business Model, accelerating organic expansion through innovation, and enhancing our market position through strategic bolt-on acquisitions. At the same time, as announced on February 10, 2025, the Board remains committed to its continued review of portfolio actions to maximize shareholder value.

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