DEF 14A of Trimas Corp
Filed Mar 28, 2024 · FY20230001140361-24-016139
SCHEDULE 14A INFORMATION
| PROXY SUMMARY | 1 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 6 | | DIRECTOR COMPENSATION | 16 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 19 | | PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 | | PROPOSAL 3 – APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS | 22 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 24 | | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | 28 | | COMPENSATION COMMITTEE REPORT | 48 | | TRANSACTIONS WITH RELATED PERSONS | 63 | | ADDITIONAL INFORMATION | 64 |
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 |
Directors and Director Nominees
Directors and Director Nominees
Directors and Director Nominees
| Name | Title | Committees* | Term Ending | Class(2) | | Thomas A. Amato | Director, President and Chief Executive Officer | N/A | 2025 | I | | Jeffrey A. Fielkow | Director | G | 2025 | I | | Jeffrey M. Greene | Director | C | 2025 | I | | Holly M. Boehne | Director | G | 2026 | II | | Teresa M. Finley | Director | A, C** | 2026 | II | | Herbert K. Parker | Director | A** | 2026 | II | | Nick L. Stanage(1) | Director | C, G | 2024 | III | | Daniel P. Tredwell(1) | Director | A, C, G** | 2024 | III | | Samuel Valenti III(3) | Chair of the Board | A, C | 2024 | III |
Directors and Director Nominees
| * A = Audit Committee; C = Compensation Committee; G = Governance and Nominating Committee |
Directors and Director Nominees
| ** Chair of Committee |
Directors and Director Nominees
| (1) Standing for re-election at the Annual Meeting. |
Directors and Director Nominees
| (2) Class I term expires at the 2025 Annual Meeting of Shareholders; Class II term expires at the 2026 Annual Meeting of Shareholders; Class III term expires at the 2024 Annual Meeting of Shareholders. |
Directors and Director Nominees
| (3) Retiring at the Annual Meeting. |
Directors and Director Nominees
| 6 | I | 2024 Proxy Statement |
Director Background, Experience and Qualifications
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 eight 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.
Director Background, Experience and Qualifications
| 2024 Proxy Statement | I | 7 |
Board Diversity Matrix
Board Diversity Matrix The Board Diversity Matrix below presents the Board’s diversity statistics as of March 28, 2024, as required by applicable Nasdaq rules.
Board Diversity Matrix
| Total Number of Directors: 9 | | | | | | Part I: Gender Identity | Male | Female | Non-Binary | Not Disclosed | | Number of Directors Based on Gender Identity | 7 | 2 | - | - |
Board Diversity Matrix
| Part II: Demographic Background* | | | | | | African American or Black | 1 | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | - | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 6 | 2 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | - | - | - |
Board Diversity Matrix
| * Based on self-identified diversity characteristics. |
Board Diversity Matrix
| 8 | I | 2024 Proxy Statement |
Director Biographies
Director Biographies
Director Biographies
| Age: 60 | | Director Since: 2016 |
Director Biographies
| 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. 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 | |
Director Biographies
| Age: 61 | | Director Since: 2020 | | Committees: Governance & Nominating |
Director Biographies
| 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, innovation, technology, global supply chain optimization, operational excellence, talent development and risk management. | | | Current Directorships: Prometheus Group, Inc. Former Directorships: None | |
Director Biographies
| Age: 55 | | Director Since: 2023 | | Committees: Governance & Nominating |
Director Biographies
| Jeffrey A. Fielkow | | | Mr. Fielkow has served as President and Chief Executive Officer of I.D. Images, LLC, since December 2021. From 2015 to 2021, Mr. Fielkow held multiple executive positions within Tetra Pak, Inc., including his most recent role as President and Chief Executive Officer of Tetra Pak’s U.S. and Canadian operations. Prior to that, he served as Chief Executive Officer and Managing Director of Tetra Pak’s business in Vietnam and as Vice President of Sustainability for Tetra Pak's operations in Southeast Asia and Oceania. In addition to his global roles at Tetra Pak, Mr. Fielkow spent nearly 15 years in a variety of leadership and operational roles within the sustainability and recycling space, including serving as Chief Sales and Marketing Officer of ReCommunity, Inc., Chief Operating Officer of Container Recycling, LLC, and Market Area Vice President for Waste Management, Inc. Mr. Fielkow brings more than 30 years of experience, including with companies in the packaging and consumer products markets, as well as serving as a subject matter expert on recycling strategies for a variety of firms and public entities. | | | Mr. Fielkow has extensive knowledge and expertise in executive leadership, operational management, strategic and operational planning, mergers and acquisitions, product planning and pricing strategies, sales and marketing, and global sustainability and ESG leadership. | | | Current and Former Directorships: None | |
Director Biographies
| 2024 Proxy Statement | I | 9 |
Director Biographies
| Age: 62 | | Director Since: 2020 | | Committees: Audit, Compensation |
Director Biographies
| Teresa M. Finley | | | Ms. Finley served as the Chief Marketing and Business Services Officer (CMO), and member of the executive leadership team, for UPS from 2015 until her retirement in 2017. As CMO, she was responsible for the advancement of global marketing capabilities, growth strategies, innovation, pricing, communications and brand management. Ms. Finley's prior roles at UPS 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. 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 Corporation, AssuranceAmerica Former Directorships: Pilot Freight Services | |
Director Biographies
| Age: 64 | | Director Since: 2018 | | Committees: Compensation |
Director Biographies
| Jeffrey M. Greene | | | Mr. Greene has served as Advisor, and is the Founding Partner, of Orion Advisors Group since July 2014. From October 2005 to May 2014, he served as President and Chief Executive Officer of Consolidated Container Company. 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: Tekni-Plex, Inc., Brook + Whittle, Procure Analytics, Sonny’s Car Wash Services Former Directorships: CSP Technologies, Inc., Solo Cup Company, Pretium Packaging LLC, The Thiele Kaolin Company | |
Director Biographies
| Age: 65 | | Director Since: 2015 | | Committees: Audit |
Director Biographies
| 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 2008, 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 | |
Director Biographies
| 10 | I | 2024 Proxy Statement |
Director Biographies
| Age: 65 | | Director Since: 2013 | | Committees: Compensation, Governance & Nominating |
Director Biographies
| Nick L. Stanage | | | Mr. Stanage is the Chairman, President and Chief Executive Officer of Hexcel Corporation. He joined Hexcel in November 2009 as President and became Chief Executive Officer in August 2013 and Chairman in January 2014. 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 | |
Director Biographies
| Age: 66 | | Director Since: 2002 | | Committees: Audit, Compensation, Governance & Nominating |
Director Biographies
| Daniel P. Tredwell | | | Mr. Tredwell is one of the Co-founders and the Managing Partner 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. | |
Director Biographies
| Age: 78 | | Director Since: 2002 | | Committees: Audit, Compensation |
Director Biographies
| 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 | |
Director Biographies
| 2024 Proxy Statement | I | 11 |
Director Biographies
Corporate Governance
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Samuel Valenti III | 200,000 | 99,974 | 299,974 | | Holly M. Boehne | 100,000 | 99,974 | 199,974 | | Teresa M. Finley | 115,000 | 99,974 | 214,974 | | Jeffrey M. Greene | 100,000 | 99,974 | 199,974 | | Herbert K. Parker | 120,000 | 99,974 | 219,974 | | Nick L. Stanage | 100,000 | 99,974 | 199,974 | | Daniel P. Tredwell | 110,000 | 99,974 | 209,974 | | Jeffrey A. Fielkow | 81,667 | 99,974 | 181,641 |
2023 Director Compensation Table
| (1) Mses. Boehne and Finley elected to defer 100% of their 2023 fees earned as permitted under the Company’s director retainer share election program. |
2023 Director Compensation Table
| (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 2023. Mses. Boehne and Finley, and Messrs. Valenti, Greene, Parker, Stanage, Tredwell and Fielkow, each received 3,445 restricted stock units effective on March 11, 2023. These awards were granted under the Company’s 2017 Equity and Incentive Compensation Plan and generally vest one year from the date of grant. |
2023 Director Compensation Table
The table below sets forth as to each non-employee director the aggregate number of restricted stock units outstanding as of December 31, 2023. As of such date, none of our non-employee directors held any stock options or stock awards other than restricted stock units.
2023 Director Compensation Table
| Name | Stock Awards | | Samuel Valenti III | 3,445 | | Holly M. Boehne | 3,445 | | Teresa M. Finley | 3,445 | | Jeffrey M. Greene | 3,445 | | Herbert K. Parker | 3,445 | | Nick L. Stanage | 3,445 | | Daniel P. Tredwell | 3,445 | | Jeffrey A. Fielkow | 3,445 |
2023 Compensation Program Highlights
| • | Each year, the Compensation Committee establishes performance measures intended to focus executives on the most important Company objectives; |
PROPOSAL 3 — APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS
| • | Our Compensation Committee has retained an independent compensation consultant to advise it with respect to executive and non-employee director compensation matters; |
PROPOSAL 3 — APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS
| • | We do not have employment agreements with our executives; |
PROPOSAL 3 — APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS
| • | We do not permit “underwater” stock options or stock appreciation rights to be repriced without shareholder approval; |
Equity Compensation Plan Information
Equity Compensation Plan Information
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 | 882,510 | $— | 2,169,393 | | Equity compensation plans not approved by security holders | — | — | — |
Equity Compensation Plan Information
| (1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards. |
Equity Compensation Plan Information
| (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. |
Equity Compensation Plan Information
| (3) As of December 31, 2023, includes shares available for future issuance under the 2023 Equity and Incentive Compensation Plan, including for awards other than options and rights. |
Equity Compensation Plan Information
| 26 | I | 2024 Proxy Statement |
Thomas A. Amato. Business experience provided under “Director and Director Nominees.”
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 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. 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.
Thomas A. Amato. Business experience provided under “Director and Director Nominees.”
| 2024 Proxy Statement | I | 27 |
Thomas A. Amato. Business experience provided under “Director and Director Nominees.”
ANALYSIS
Introduction
| • | The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant and management in the 2023 executive compensation process; |
Introduction
| • | How our NEOs’ 2023 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests. |
Effective Corporate Governance Reinforces Our Compensation Program
| | WHAT WE DO | | WHAT WE DON’T DO | | ✔ | Pay for Performance We tie pay to performance. A significant portion 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 we view all other NEOs as 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. | | |
Short-Term Incentive Program
Short-Term Incentive Program TriMas Consolidated:
Short-Term Incentive Program
| • | For fiscal year 2023, the short-term incentive program (“STI”) opportunities for Messrs. Amato and Mell, and Mses. Robin and Stress, 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%. |
Short-Term Incentive Program
| • | The target incentive award percentage for Mr. Amato remained unchanged from 2023. The target incentive award percentage for Mr. Mell and Ms. Robin increased by 5% (as a percentage of base salary) over 2023. The target incentive award percentage for Ms. Stress increased by 10% (as a percentage of base salary) over 2023. |
Short-Term Incentive Program
| • | Based on TriMas Consolidated performance, the 2023 STI payout was earned at 0% of target for each of Mr. Amato, Mr. Mell, Ms. Robin and Ms. Stress. |
Short-Term Incentive Program
TriMas Packaging:
Short-Term Incentive Program
| • | For fiscal year 2023, the STI opportunity for Mr. Salik was 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%. |
Short-Term Incentive Program
| • | The target incentive award percentage for Mr. Salik remained unchanged from 2023. |
Short-Term Incentive Program
| • | Based on TriMas Packaging and TriMas Consolidated performance, the 2023 STI payout was earned at 0% of target for Mr. Salik. |
Short-Term Incentive Program
| 32 | I | 2024 Proxy Statement |
Long-Term Incentive Program
Long-Term Incentive Program In 2023, the Committee granted performance stock units (“PSUs”) and/or service-based restricted stock units (“RSUs”) to the NEOs. The Committee approved a $300,000 annual LTI award increase for Mr. Amato, all of which was in the form of PSUs, a $25,000 annual LTI increase for Mr. Mell, a $180,000 annual LTI increase for Ms. Robin, a $205,000 annual LTI increase for Ms. Stress and a $100,000 annual LTI award increase for Mr. Salik. For Mr. Amato, PSUs accounted for 60% and RSUs accounted for 40% of his total long-term incentive (“LTI”) target award value, a change from 50% PSUs and 50% RSUs in the prior year period. For Mssrs. Mell and Salik, their LTI target award value was allocated equally between these two vehicles. For Mses. Robin and Stress, PSUs accounted for 32% and RSUs accounted for 68% of their total LTI target award value. All awards earned will be settled in shares. Specifically:
Long-Term Incentive Program
| • | In March 2023, the Committee approved RSU and PSU awards to the NEOs. The RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award. The PSUs are subject to a performance period of 36 months and cliff vesting at the end of the performance period. These PSU awards are subject to Cash Return on Net Assets (“Cash RONA”) and Earnings Per Share Cumulative Average Growth Rate (“EPS CAGR”) performance measures, with a Relative Total Shareholder Return (“RTSR”) modifier, as further described below; |
Long-Term Incentive Program
| • | For previously granted PSUs to the participating NEOs, the March 11, 2021 PSU award performance period was completed at the end of 2023. Based on performance results for the applicable RTSR and EPS CAGR metrics, threshold performance levels were not met and the PSUs were forfeited. |
Independent Compensation Committee Consultant
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 executive 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 2023, Meridian assisted the Committee in evaluating and approving its peer group used to assess executive and director compensation, provided insight into market practices with respect to short- and long-term incentive plan designs (including vehicles, metrics and annual equity usage), and advised on the changing landscape of regulatory and disclosure requirements, including the SEC Pay vs. Performance disclosure requirement in effect for 2023. 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.
Factors Considered when Determining Compensation Levels
Factors Considered when Determining Compensation Levels The Committee annually reviews a comparative peer group to help ensure it remains reasonable for use for assessing competitive compensation practices. 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 evaluating executive compensation remains robust and flexible, so as to provide relevant, meaningful data as the Company and its market counterparts continue to grow and change. In its annual review of the appropriateness of our peer group, the Committee determined changes were necessary for the 2023 peer group. Due to mergers and acquisitions activity, and a review of comparable industry profiles, the Committee removed SPX FLOW, Inc. and added Kaman Corporation due to its business characteristics and relevance to TriMas Aerospace. The peer group’s 12 month revenue (June 2021 to June 2022) generally ranged from 50% to 380% of the Company’s 12 month revenue (June 2021 to June 2022). 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.
2023 Peer Group
2023 Peer Group
2023 Peer Group
| Aerojet Rocketdyne Holdings Inc. | EnPro Industries, Inc. | | Aptar Group Inc. | ESCO Technologies Inc. | | Astronics Corporation | Kaman Corporation | | Barnes Group Inc. | Myers Industries Inc. | | Chart Industries, Inc. | NN, Inc. | | CIRCOR International, Inc. | Standex International Corporation | | Ducommun Incorporated | Triumph Group, Inc. | | Enerpac Tool Group Corp. | Woodward, Inc. |
Analysis of Key 2023 Compensation Components and Decisions
Analysis of Key 2023 Compensation Components and Decisions The Committee made compensation decisions for 2023 using peer group data from peer company proxy statements and survey data. The Committee referenced the Willis Towers Watson 2022 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 2023, the Committee reviewed Messrs. Amato, Mell and Salik and Mses. Robin and Stress’ base salaries, STI opportunities and LTI opportunities against the comparative pay data. For this analysis, we generally consider compensation to be competitive with the market if it falls within plus or minus 10% of the market median for target cash compensation (salary + target STI) and plus or minus 15% of the market median for target total direct compensation (salary + target STI + target LTI values). Mr. Amato’s target total direct compensation was 8% below the market median, with his base salary and target cash compensation 15% and 18%, respectively, below the market median, and his LTI 4% above the market median. Mr. Mell’s target total direct compensation was 5% below the market median, with his base salary and target cash compensation 10% and 9%, respectively, below the market median, and his LTI 11% above the market median. Mr. Salik’s target total direct compensation was 14% below the market median, with his base salary, target cash compensation and LTI 15%, 14% and 16%, respectively, below the market median. Ms. Robin’s target total direct compensation was 32% below the market median, with her base salary, target cash compensation and LTI 24%, 28% and 56%, respectively, below the market median. Ms. Stress’ target total direct compensation was 36% below the market median, with her base salary, target cash compensation and LTI 28%, 28% and 50%, respectively, below the market median. The Committee sets compensation levels based on general business conditions, tenure in the NEO’s role, the importance of placing higher value on performance-based compensation and taking into account the comparative pay data described above. For 2023, the Committee increased each executive officer’s total direct compensation in light of these factors as described in detail below. Description of the material elements of our 2023 executive compensation program are provided in the following paragraphs.
2023 Short-Term Incentive Compensation Program
2023 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. Due to general market movement, Mr. Mell’s target incentive award increased from 65% in 2022 to 70% in 2023, Ms. Robin’s target incentive award increased from 55% in 2022 to 60% in 2023 and Ms. Stress’ target incentive award increased from 45% in 2022 to 55% in 2023. The 2023 target incentive award percentage remained unchanged from 2022 for all other NEOs. Target awards for 2023 are shown in the following chart:
2023 Short-Term Incentive Compensation Program
| NEO | Target STI Amount | Target Award as Percent of Salary | | Mr. Amato | $750,000 | 100.0% | | Mr. Mell | $311,184 | 70.0% | | Ms. Robin | $213,000 | 60.0% | | Ms. Stress | $167,750 | 55.0% | | Mr. Salik | $276,840 | 70.0% |
2023 Short-Term Incentive Compensation Program
Depending on the performance results achieved, actual awards generally can vary as a percent of target from 0% to a maximum of 200%.
Performance Measures
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 performance 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. 2023 STI Performance Measures. The following underlying performance metrics were selected for the NEOs’ 2023 STI awards as indicated below:
Performance Measures
| • | TriMas Consolidated Operating Profit - 70% for Messrs. Amato and Mell and Mses. Robin and Stress and 30% for Mr. Salik. This measure rewards based on performance in adjusted operating profit. Adjusted 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 |
Performance Measures
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Performance Measures
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;
Performance Measures
| • | TriMas Consolidated Cash Flow - 30% for Messrs. Amato and Mell and Mses. Robin and Stress (not a factor for Mr. Salik). Cash flow is the sum of adjusted 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; |
Performance Measures
| • | TriMas Packaging Operating Profit - 40% for Mr. Salik. This measure rewards based on performance in divisional adjusted operating profit. Adjusted 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 |
Performance Measures
| • | TriMas Packaging Cash Flow - 30% for Mr. Salik. Cash flow is the sum of divisional adjusted 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. |
Performance Measures
For 2023, the specific underlying performance goals and actual achievements were as follows: (dollars in millions):
Performance Measures
| Metric | | Threshold(1) | Target(1) | Maximum(1) | Actual 2023 Results(2) | Weighting | Payout % | | TriMas Consolidated Operating Profit | Performance Goal | $100.4 | $121.7 | $140.0 | $84.4 | 70% / 30%(3) | 0% / 0% | | | Payout as % of Target | 25% | 100% | 200% | 69% | | | | TriMas Consolidated Cash Flow | Performance Goal | $62.7 | $82.0 | $94.3 | $44.4 | 30% / 0%(4) | 0% | | | Payout as % of Target | 25% | 100% | 200% | 54% | | | | TriMas Packaging Operating Profit | Performance Goal | $83.8 | $101.6 | $116.8 | $72.2 | 40%(5) | 0% | | | Payout as % of Target | 25% | 100% | 200% | 71% | | | | TriMas Packaging Cash Flow | Performance Goal | $83.9 | $101.7 | $117.0 | $73.3 | 30%(5) | 0% | | | Payout as % of Target | 25% | 100% | 200% | 72% | | |
Performance Measures
| (1) Threshold, target and maximum STI amounts were determined on a pre-STI expense and accrual basis, to help ensure the plan is self- funding. The financial goals are based on budgeted amounts. The targets were lower year-over-year given the expected lower demand environment within TriMas Packaging. |
Performance Measures
| (2) Actual 2023 results were determined on a pre-STI expense and accrual basis, to help 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. |
Performance Measures
| (3) The TriMas Consolidated Operating Profit is weighted 70% for Messrs. Amato and Mell and Mses. Robin and Stress and weighted 30% for Mr. Salik. |
Performance Measures
| (4) The TriMas Consolidated Cash Flow is weighted 30% for Messrs. Amato and Mell and Mses. Robin and Stress and weighted 0% for Mr. Salik. |
Performance Measures
| (5) The TriMas Packaging Operating Profit and TriMas Packaging Cash Flow metrics apply only to Mr. Salik. |
Performance Measures
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Performance Measures
Award Determination and Payouts. In February 2024, 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 earned the following STI payouts in cash for 2023 performance:
Performance Measures
| NEO | Target Award as Percent of Base Salary | Target STI Amounts | STI Payout as % of Total Target Award | STI Earned and Paid in Cash | | Mr. Amato | 100.0% | $750,000 | —% | $— | | Mr. Mell | 70.0% | $311,184 | —% | $— | | Ms. Robin | 60.0% | $213,000 | —% | $— | | Ms. Stress | 55.0% | $167,750 | —% | $— | | Mr. Salik | 70.0% | $276,840 | —% | $— |
Long-Term Incentive Program
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.
2023 Long-Term Incentive Awards
2023 Long-Term Incentive Awards Under the 2023 Long-Term Incentive Award Program (“2023 LTI”), equity awards were granted to our NEOs 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 RSUs to our NEOs, to be settled in shares, with PSUs accounting for 60% and RSUs accounting for 40% of the overall 2023 LTI target award value for Mr. Amato, PSUs accounting for 50% and RSUs accounting for 50% of the overall 2023 LTI target award value for Messrs. Mell and Salik and PSUs accounting for 32% and RSUs accounting for 68% of the overall 2023 LTI target award value for Mses Robin and Stress. Each year the Committee reviews the competitiveness of executive compensation as well as the form of various components of compensation. The Committee determined that beginning in 2023, Mr. Amato’s equity award should be 60% PSUs and 40% RSUs to better align with performance of the Company, and to be more in line with competitive market practices. In determining the total value of the 2023 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 $300,000, increase Mr. Mell’s annual LTI award by $25,000, increase Ms. Robin’s annual LTI award by $180,000, increase Ms. Stress’ annual LTI award by $205,000 and increase Mr. Salik’s annual LTI award by $100,000. The approved target 2023 LTI grants for our NEOs are as follows:
2023 Long-Term Incentive Awards
| Name | RSUs ($ Value) | 2023-2025 Cycle PSUs ($ Value)(1) | | Mr. Amato | $1,239,996 | $1,859,979 | | Mr. Mell | $287,472 | $287,472 | | Ms. Robin | $224,992 | $104,994 | | Ms. Stress | $224,992 | $104,994 | | Mr. Salik | $249,978 | $249,978 |
2023 Long-Term Incentive Awards
| (1) Grant date fair value may differ from the approved target value for PSUs due to ASC 718 compensation expense considerations. |
2023 Long-Term Incentive Awards
The dollar values listed in the above chart for all NEOs for the RSUs and PSUs were converted into a whole number of units based on the Company’s closing stock price on March 10, 2023, of $29.02 per share, with a grant date of March 11, 2023. The 2023 RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award.
2023 Long-Term Incentive Awards
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2023 Long-Term Incentive Awards
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 2023 PSU awards are designed to be earned based on the achievement of specific performance measures over a period of three calendar years. For the 2023-2025 cycle that began on January 1, 2023, and ends on December 31, 2025, 50% of the PSU award is earned based on Cash RONA performance during the 2025 fiscal year, and 50% is earned based on EPS CAGR performance, during the applicable performance period. The total Cash RONA PSUs and EPS CAGR PSUs earned shall be subject to modification based on RTSR performance. The Committee approved Cash RONA as a performance measure, which measure is the net adjusted operating profit after income taxes (“NOPAT”) plus acquisition-related amortization expense, divided by average net assets employed (net working capital plus property and equipment plus goodwill and other intangible assets). The Company uses its long-term expected effective tax rate of 23% in the calculation of NOPAT for all periods to eliminate potential volatility in year-to- year results from tax planning strategies which may impact the measurement of operating returns. The calculation of achieved Cash RONA is to exclude the impact of any acquisition that closes during the Performance Period. 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 Committee approved RTSR as a performance modifier and the use of the S&P SmallCap 600 Industrials Index as the peer group for the performance measurement comparison. The tables below detail the threshold, target and maximum performance target and opportunity for each metric. If, upon the conclusion of the performance period, Cash RONA or EPS CAGR falls between performance levels, straight-line mathematical interpolation is used to determine the initial percentage earned (but no portion of the award is earned for performance below the threshold level of Cash RONA).
2023 Long-Term Incentive Awards
| 2025 Fiscal Year Cash RONA | Cash RONA PSUs Earned (50% of target) | | 10.50% | 40.0% | | 11.00% | 60.0% | | 11.50% | 80.0% | | 12.00% | 100.0% | | 12.50% | 133.3% | | 13.00% | 166.7% | | 13.50% | 200.0% |
2023 Long-Term Incentive Awards
| EPS CAGR % | EPS CAGR PSUs Earned (50% of target) | | <4.5% | 0.0% | | 4.5% | 40.0% | | 5.0% | 50.0% | | 5.5% | 60.0% | | 6.0% | 70.0% | | 6.5% | 80.0% | | 7.0% | 90.0% | | 7.5% | 100.0% | | 8.5% | 128.6% | | 9.5% | 157.1% | | 10.5% | 185.7% | | 11.0% or more | 200.0% |
2023 Long-Term Incentive Awards
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2023 Long-Term Incentive Awards
The table below details how the achievement of each metric will be adjusted by the RTSR percentage modifier. If, upon the conclusion of the performance period, RTSR performance for the performance period falls between two levels, the RTSR percentage modifier shall be 100%.
2023 Long-Term Incentive Awards
| Relative Total Shareholder Return | RTSR Percentage Modifier | | Ranked below or at 25th percentile | 75% | | Ranked above 25th percentile but below 75th percentile | 100% | | Ranked at or above 75th percentile | 125% |
2023 Long-Term Incentive Awards
The total number of PSUs earned shall be a percentage of the PSUs (rounded down to the nearest whole number of PSUs) equal to the product of (A) 50% of the sum of the Initial EPS CAGR Percentage and the Initial Cash RONA Percentage, multiplied by (B) the RTSR Percentage Modifier. Based on the degree to which the performance goals are met, any PSUs earned for the 2023-2025 performance period would be paid in 2026. 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.
2021 PSU Grant (2021 - 2023 Performance Period) - Results
2021 PSU Grant (2021 - 2023 Performance Period) - Results The following information is provided to describe the performance goals for the 2021 PSU awards, granted March 11, 2021, the actual results relative to such performance goals and how the Company calculated the payout amount for each 2021 PSU award. The 2021-2023 cycle PSU awards provided to Mr. Amato, Mr. Salik and Ms. Stress (the participating NEOs for such award) in 2021 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 Industrials Index, and 50% could be earned based on EPS CAGR performance, in each case for a performance period beginning January 1, 2021, to December 31, 2023. 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 2021 PSU awards are summarized in the following tables. If performance was above the threshold level for either metric but between 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
Actual Achievement and Payout
Actual Achievement and Payout
| | Results Achieved | Attainment | Weighting | % of Target Achieved | | RTSR | (14.74)%, 17.28th Percentile | —% | 50% | —% | | EPS CAGR | (3.2)% | —% | 50% | —% | | Total Payout | | | | —% |
Actual Achievement and Payout
The 2021 PSUs for Mr. Amato, Mr. Salik and Ms. Stress were not earned as RTSR and EPS CAGR did not meet threshold performance levels and were forfeited. Mr. Mell and Ms. Robin did not participate in the 2021 PSUs award.
Change-of-Control and Severance-Based Compensation
Change-of-Control and Severance-Based Compensation The 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 Severance Policy in effect at the end of 2023 for our 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 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.
Change-of-Control and Severance-Based Compensation
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Risk Mitigation in our Compensation Practices
| 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 new, Nasdaq-compliant clawback policy requires the Committee to recoup certain performance-based incentive awards to certain executives, including the NEOs, under certain situations, including restatement of financial results where excess amounts were received, as further described below. |
2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes the total compensation paid to or earned by the NEOs in 2023, 2022 and 2021, as applicable:
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Thomas A. Amato, President and CEO | 2023 | 741,250 | — | 3,251,875 | — | 27,797 | 4,020,922 | | | 2022 | 715,000 | — | 3,029,698 | 644,930 | 26,813 | 4,416,441 | | | 2021 | 711,538 | — | 2,615,535 | 1,228,370 | 26,683 | 4,582,126 | | Scott A. Mell, CFO | 2023 | 440,273 | — | 598,421 | — | 39,459 | 1,078,153 | | | 2022 | 424,337 | — | 595,101 | 250,614 | 39,237 | 1,309,289 | | | 2021 | 287,308 | 50,000 | 449,988 | 317,418 | 24,496 | 1,129,210 | | Jodi F. Robin, General Counsel(5) | 2023 | 342,863 | — | 338,561 | — | 37,857 | 719,281 | | Jill S. Stress, CHRO(6) | 2023 | 295,130 | — | 338,561 | — | 36,067 | 669,758 | | Fabio L. Matheus Salik, President, TriMas Packaging | 2023 | 387,881 | — | 520,371 | — | 39,545 | 947,797 | | | 2022 | 374,894 | — | 432,794 | 70,009 | 39,059 | 916,756 | | | 2021 | 356,731 | — | 274,615 | 263,681 | 38,377 | 933,404 |
2023 Summary Compensation Table
| (1) All awards in this column relate to restricted stock units (including PSUs) granted under the 2017 Equity and Incentive Compensation Plan and are calculated in accordance with FASB ASC, Topic 718, “Stock Compensation.” This column includes the value of PSUs based on the targeted attainment levels, which represents the probable outcome of the performance condition on the date of grant. |
2023 Summary Compensation Table
| (2) On March 11, 2023, each NEO received time-based RSUs that generally vest ratably over a three-year period. In addition, each NEO received a performance-based award which generally cliff-vests after three years and is subject to Cash RONA and EPS CAGR performance objectives, with a RTSR modifier, over the performance period. Maximum fair values for all performance-based equity awards granted in 2023 were $4,649,947 for Mr. Amato, $718,680 for Mr. Mell, $262,486 for Ms. Robin, $262,486 for Ms. Stress and $624,946 for Mr. Salik. Attainment of the performance-based awards can vary from zero percent if the lowest milestone is not attained to a maximum payout level of 200% and are further subject to the TSR modifier, which, at its maximum level, can increase the payout by a further 25% of payout, for a combined maximum payout level of 250% of the target award. |
2023 Summary Compensation Table
| (3) STI payments are made in the year subsequent to which they were earned. Amounts earned under the 2023 STI were approved by the Committee on February 21, 2024, and paid in cash. For additional information about STI awards, please refer to the “Grants of Plan-Based Awards in 2023” table. |
2023 Summary Compensation Table
| (4) For 2023, includes (as applicable) perquisite allowance and Company contributions to retirement and 401(k) plans. Specifically, in 2023, Messrs. Mell and Salik and Mses. Robin and Stress each received a perquisite allowance of $25,000. Company contributions during 2023 into the retirement and 401(k) plans were $27,797 for Mr. Amato, $14,459 for Mr. Mell, $12,857 for Ms. Robin, $11,067 for Ms. Stress and $14,545 for Mr. Salik. See “Compensation Components - Benefits and Retirement Programs.” |
2023 Summary Compensation Table
| (5) Ms. Robin was not a named executive officer prior to 2023, so no compensation information is reported for her in this table for 2021 and 2022. |
2023 Summary Compensation Table
| (6) Ms. Stress was not a named executive officer prior to 2023, so no compensation information is reported for her in this table for 2021 and 2022. |
2023 Summary Compensation Table
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Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table provides information about the plan-based awards granted to the NEOs in 2023:
Grants of Plan-Based Awards in 2023
| | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas A. Amato | STI(1) | | | 56,250 | 750,000 | 1,500,000 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/11/2023 | 3/7/2023 | — | — | — | — | — | — | 42,729 | 1,239,996 | | | Performance Stock Units(3) | 3/11/2023 | 3/7/2023 | — | — | — | — | 64,093 | 160,233 | — | 2,011,879 | | Scott A. Mell | STI(1) | | | 23,339 | 311,184 | 622,368 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/11/2023 | 3/7/2023 | — | — | — | — | — | — | 9,906 | 287,472 | | | Performance Stock Units(3) | 3/11/2023 | 3/7/2023 | — | — | — | — | 9,906 | 24,765 | — | 310,949 | | Jodi F. Robin | STI(1) | | | 15,975 | 213,000 | 426,000 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/11/2023 | 3/7/2023 | — | — | — | — | — | — | 7,753 | 224,992 | | | Performance Stock Units(3) | 3/11/2023 | 3/7/2023 | — | — | — | — | 3,618 | 9,045 | — | 113,569 | | Jill S. Stress | STI(1) | | | 12,581 | 167,750 | 335,500 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/11/2023 | 3/7/2023 | — | — | — | — | — | — | 7,753 | 224,992 | | | Performance Stock Units(3) | 3/11/2023 | 3/7/2023 | — | — | — | — | 3,618 | 9,045 | — | 113,569 | | Fabio L. Matheus | STI(1) | | | 20,763 | 276,840 | 553,680 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/11/2023 | 3/7/2023 | — | — | — | — | — | — | 8,614 | 249,978 | | | Performance Stock Units(3) | 3/11/2023 | 3/7/2023 | — | — | — | — | 8,614 | 21,535 | — | 270,393 |
Grants of Plan-Based Awards in 2023
| (1) The amounts above in the Estimated Possible Payouts Under Non-Equity Incentive Plan Awards column are based on awards pursuant to the STI for each NEO with respect to 2023. The threshold payout is based on the smallest percentage payout of the smallest metric in the NEO’s composite target incentive and the target award is a specified dollar figure for each NEO. The maximum estimated possible payout for each participant is based on maximum attainment for each metric. The actual cash payout for 2023 of the participating NEOs’ STI awards is disclosed in the 2023 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. |
Grants of Plan-Based Awards in 2023
| (2) On March 11, 2023, each NEO received time-based restricted stock units under the 2017 Equity and Incentive Compensation Plan, which awards generally vest ratably over a three-year period. |
Grants of Plan-Based Awards in 2023
| (3) On March 11, 2023, each NEO received performance-based awards under the 2017 Equity and Incentive Compensation Plan, which awards generally cliff vest after a three-year performance period (2023-2025 Cycle) and are subject to Cash RONA and EPS CAGR performance objectives, with a RTSR modifier, over the performance period. Attainment of the performance-based awards can vary from zero percent if the lowest milestone is not attained to a maximum payout level of 200% and are further subject to the TSR modifier, which, at its maximum level, can increase the payout by a further 25% of payout, for a combined maximum payout level of 250% of target. |
Grants of Plan-Based Awards in 2023
For a detailed description of the programs underlying the awards detailed in the Grants of Plan-Based Awards in 2023 table, please refer to the “Analysis of Key 2023 Compensation Components and Decisions” section of the CD&A. For more information about the NEOs’ relative mix of salary and other compensation elements in proportion to total compensation, please refer to the “Pay for Performance” section of the CD&A.
Grants of Plan-Based Awards in 2023
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Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the outstanding equity awards held by the NEOs as of December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested $(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested $(2) | | Thomas A. Amato | 3/11/2021(3) | — | — | — | — | 12,569 | 318,373 | — | — | | | 3/11/2022(5) | — | — | — | — | 30,078 | 761,876 | 20,303 | 514,275 | | | 3/11/2023(6) | — | — | — | — | 42,729 | 1,082,326 | 64,093 | 1,623,476 | | Scott A. Mell | 7/1/2021(4) | — | — | — | — | 4,952 | 125,434 | — | — | | | 3/11/2022(5) | — | — | — | — | 5,908 | 149,650 | 3,988 | 101,016 | | | 3/11/2023(6) | — | — | — | — | 9,906 | 250,919 | 9,906 | 250,919 | | Jodi F. Robin | 3/11/2021(3) | — | — | — | — | 1,006 | 25,482 | — | — | | | 3/11/2022(5) | — | — | — | — | 1,612 | 40,832 | 1,088 | 27,559 | | | 3/11/2023(6) | — | — | — | — | 7,753 | 196,383 | 3,618 | 91,644 | | Jill S. Stress | 3/11/2021(3) | — | — | — | — | 503 | 12,741 | — | — | | | 3/11/2022(5) | — | — | — | — | 1,343 | 34,018 | 906 | 22,949 | | | 3/11/2023(6) | — | — | — | — | 7,753 | 196,383 | 3,618 | 91,644 | | Fabio L. Matheus Salik | 3/11/2021(3) | — | — | — | — | 1,320 | 33,436 | — | — | | | 3/11/2022(5) | — | — | — | — | 4,297 | 108,843 | 2,900 | 73,457 | | | 3/11/2023(6) | — | — | — | — | 8,614 | 218,193 | 8,614 | 218,193 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) All awards in these columns relate to restricted stock units and performance stock unit grants awarded under the 2017 Equity and Incentive Compensation Plan. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) The market value is based on the closing stock price as of December 29, 2023 ($25.33) multiplied by the applicable number of units outstanding. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Each participating NEO received a restricted stock unit and performance stock unit (2021-2023 Cycle) award as part of the Company’s 2021 LTI awards. The performance stock units generally cliff vest after a 36-month performance period (2021-2023 Cycle) and are subject to RTSR and EPS CAGR performance objectives over the performance period. The Committee approved the performance attainment of 0% in February 2024, which is reflected in the number of shares and market value above. The restricted stock units generally vest ratably on each of the first three anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) On July 1, 2021, Mr. Mell received a restricted stock unit award in connection with his employment package. The restricted stock units generally vest in three equal installments on the first three anniversaries of the grant date of the award. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Each participating NEO received a restricted stock unit and performance stock unit (2022-2024 Cycle) award as part of the Company’s 2022 LTI awards. The performance stock units generally cliff vest after a 36-month performance period (2022-2024 Cycle) and are subject to RTSR and EPS CAGR performance objectives over the performance period. For purposes of this disclosure, performance is reflected at threshold levels for these performance stock units. The restricted stock units generally vest ratably on each of the first three anniversaries of the grant date |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) On March 11, 2023, each NEO received a restricted stock unit and performance stock unit (2023-2025 Cycle) award as part of the Company’s 2023 LTI awards. For purposes of this disclosure, performance is reflected at target levels for these performance stock units. See the “Grants of Plan-Based Awards in 2023” table for details on the grants, including vesting terms. |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table provides information on stock options and restricted stock units that vested or were exercised, as applicable, in 2023 for our NEOs:
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Thomas A. Amato | — | — | 77,985 | 2,263,125 | | Scott A. Mell | — | — | 7,906 | 221,856 | | Jodi F. Robin | — | — | 2,810 | 81,546 | | Jill S. Stress | — | — | 3,215 | 93,299 | | Fabio L. Matheus Salik | — | — | 7,029 | 192,729 |
Option Exercises and Stock Vested in 2023
| (1) Calculated by multiplying the number of shares or units vesting times the closing price of our stock on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day). |
2023 Nonqualified Deferred Compensation Table
2023 Nonqualified Deferred Compensation Table The following table summarizes the activity in nonqualified deferred compensation for the NEOs in 2023:
2023 Nonqualified Deferred Compensation Table
| Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Thomas A. Amato | — | 15,422 | 15,497 | — | 125,191 | | Scott A. Mell | — | 2,084 | 600 | — | 5,476 | | Jodi F. Robin | | 482 | — | — | 482 | | Jill S. Stress | — | — | — | — | — | | Fabio L. Matheus Salik | — | 2,170 | 894 | — | 7,767 |
2023 Nonqualified Deferred Compensation Table
| (1) Includes the Company’s contributions to the TriMas Executive Retirement Program. These contributions are included in the column titled “All Other Compensation” in the 2023 Summary Compensation Table. |
2023 Nonqualified Deferred Compensation Table
| (2) None of these amounts are reported in the 2023 Summary Compensation Table. |
2023 Nonqualified Deferred Compensation Table
| (3) The following amounts included in this column were reported in Summary Compensation Tables for prior fiscal years: Mr. Amato, $87,585; Mr. Mell, $2,799; and Mr. Salik, $5,123. Contributions to the Executive Retirement Program are invested in accordance with each NEO’s directive based on the investment options in the Company’s retirement program. Investment directives can be amended by the participant at any time. For further information regarding the Executive Retirement Program, see “Compensation Discussion and Analysis - Executive Retirement Program.” |
2023 Nonqualified Deferred Compensation Table
See the “Executive Retirement Program” section of the CD&A for more information regarding the Executive Retirement Program.
2023 Nonqualified Deferred Compensation Table
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Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023 The following table estimates the potential executive benefits and payments due to the NEOs upon certain terminations of employment or a change in control, assuming such events occurred on December 29, 2023. These estimates reflect, among other arrangements, the terms of the Severance Policy as revised in August 2021. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs.
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
| | Involuntary termination by Company without cause or termination by executive for good reason ($) | Involuntary termination by Company for cause ($) | Qualifying termination in connection with a change of control ($) | Death ($)(3) | Termination as a result of disability ($)(4) | Qualified Retirement ($)(6) | | Thomas A. Amato | | | | | | | | Cash payments(1) | 1,500,000 | — | 3,750,000 | — | — | — | | Value of restricted stock units(2)(5) | 2,743,036 | — | 5,883,982 | 5,883,982 | 5,883,982 | 3,981,953 | | Medical benefits | 18,323 | — | 45,808 | 54,969 | — | — | | Total | 4,261,359 | — | 9,679,790 | 5,938,951 | 5,883,982 | 3,981,953 | | Scott A. Mell | | | | | | | | Cash payments(1) | 755,732 | — | 1,133,598 | — | — | — | | Value of restricted stock units(2) | 375,188 | — | 1,001,396 | 1,001,396 | 1,001,396 | — | | Medical benefits | 18,323 | — | 27,485 | 54,969 | — | — | | Total | 1,149,243 | — | 2,162,479 | 1,056,365 | 1,001,396 | — | | Jodi F. Robin | | | | | | | | Cash payments(1) | 568,000 | — | 568,000 | — | — | — | | Value of restricted stock units(2) | 142,076 | — | 415,564 | 415,564 | 415,564 | — | | Medical benefits | 18,323 | — | 18,323 | 54,969 | — | — | | Total | 728,399 | — | 1,001,887 | 470,533 | 415,564 | — | | Jill S. Stress | | | | | | | | Cash payments(1) | 472,750 | — | 472,750 | — | — | — | | Value of restricted stock units(2) | 159,022 | — | 423,999 | 423,999 | 423,999 | — | | Medical benefits | 18,323 | — | 18,323 | 54,969 | — | — | | Total | 650,095 | — | 915,072 | 478,968 | 423,999 | — | | Fabio L. Matheus Salik | | | | | | | | Cash payments(1) | 672,326 | — | 1,008,489 | — | — | — | | Value of restricted stock units(2) | 362,092 | — | 842,197 | 842,197 | 842,197 | — | | Medical benefits | 18,323 | — | 27,485 | 54,969 | — | — | | Total | 1,052,741 | — | 1,878,171 | 897,166 | 842,197 | — |
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
| (1) Comprised of multiple of base salary as of December 29, 2023, and applicable STI payments. The 2023 STI bonus is not included as it was deemed for purposes of this table as earned as of December 29, 2023 and we assume that no accrued but unearned vacation pay is due. |
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
| (2) RSUs include service-based units and PSUs, and are either included on a pro-rata basis for the portion of the earnings period that has elapsed or on a fully-vested basis as required by the terms of the Severance Policy. In addition, the number of PSUs included assumes the target metric would be achieved. RSUs are valued at the market price of the Common Stock of $25.33 at December 29, 2023. Messrs. Amato, Mell and Salik and Mses. Robin and Stress had 108,292, 14,812, 14,295, 5,609 and 6,278 shares, respectively, that would have been vested upon an involuntary termination without cause or by executive for good reason as of December 29, 2023, and (assuming target performance) 232,293, 39,534, 33,249, 16,406 and 16,739 shares, respectively, that would have been vested upon a qualifying termination in connection with a change- of-control, death or disability. |
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
| (3) With respect to death, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid STI awards, terminate as of the date of the NEO’s death. Equity awards become 100% vested upon death. Each continuing NEO’s dependents are eligible to receive reimbursement for the employee portion of COBRA premiums for a period not to exceed 36 months after the continuing NEO’s date of death. |
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
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Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
| (4) With respect to disability, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid annual STI awards, terminate on the earlier of (a) six months after the disability related termination or (b) the date the continuing NEO receives benefits under the Company’s long-term disability program. Equity awards become 100% vested upon the disability termination. |
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
| (5) RSUs include service-based units and PSUs and are included on a fully-vested basis pursuant to the retirement eligible terms and conditions of the equity awards themselves under the applicable equity plans and award agreements. In addition, the number of PSUs included assumes the threshold metric would be achieved for the 2022 PSUs and the target metric would be achieved for the 2023 PSUs. RSUs are valued at the market price of the Common Stock of $25.33 at December 29, 2023. Mr. Amato had 157,203 shares that would have been vested upon a qualified retirement as of December 29, 2023. Mssrs. Mell and Salik and Mses. Robin and Stress do not meet the definition for a qualified retirement under the applicable plans and award agreements. |
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
| (6) With respect to a qualified retirement, the terms and conditions of the equity awards provide that the awards shall continue to vest to the same extent that the awards would have vested if the applicable NEO continued to be employed through the final vesting date. |
Potential Payments Upon Termination or Change-of-Control as of December 29, 2023
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CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Mr. Amato, our CEO, had 2023 total compensation of $4,020,922, as reflected in the 2023 Summary Compensation Table. We estimate that the median of 2023 total compensation for all employees of the Company and its consolidated subsidiaries as of December 31, 2023 (the “Determination Date”), excluding our CEO, was $52,598, which is comprised of all applicable elements of compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K (the “Median Annual Compensation”). The ratio of Mr. Amato’s 2023 total compensation to the Median Annual Compensation was approximately 76.5 to 1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. To identify the employee who received the Median Annual Compensation (the “Median Employee”), we measured annual base pay (consisting of regular base earnings and overtime) for the period beginning on January 1, 2023, and ending on December 31, 2023, for 3,376 employees, representing all full-time, part-time, seasonal, temporary and contract employees (whose compensation is determined by the Company) of the Company and our consolidated subsidiaries as of the Determination Date. In determining the Median Employee, we also annualized compensation for employees who worked less than all of 2023 (other than temporary employees) based on reasonable assumptions and estimates relating to our employee compensation program, including new hires.
CEO Pay Ratio Disclosure
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CEO Pay Ratio Disclosure
As required by pay versus performance (“PVP”) rules adopted by the SEC, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2023 for this Proxy Statement’s NEOs, as well as our named executive officers from our 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below as “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:
CEO Pay Ratio Disclosure
| • | The information in columns (b) and (d) of the PVP Table comes directly from this year’s or prior years’ Summary Compensation Tables; and |
CEO Pay Ratio Disclosure
| • | As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. |
2023 Pay Versus Performance Table
2023 Pay Versus Performance Table
2023 Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table (“SCT”) Total for PEO ($)(b)(1) | Compensation Actually Paid to PEO ($)(c)(1)(2) | Average SCT Total for Non PEO NEOs ($)(d)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(e)(1)(2) | Total Shareholder Return ($)(f)(3) | Peer Group Total Shareholder Return ($)(g)(3)(4) | Net Income ($)(h)(5) | Adjusted Operating Profit ($)(i)(6) | | 2023 | 4,020,922 | 1,451,195 | 853,747 | 606,509 | 82 | 168 | 44.4 | 89.5 | | 2022 | 4,416,441 | 1,310,340 | 1,059,133 | 674,005 | 89 | 128 | 66.2 | 116.2 | | 2021 | 4,582,126 | 4,881,738 | 1,607,476 | 1,354,921 | 118 | 141 | 57.3 | 112.8 | | 2020 | 4,576,670 | 4,508,721 | 1,626,838 | 1,582,999 | 101 | 112 | (79.8) | 100.2 |
2023 Pay Versus Performance Table
| (1) Thomas Amato was our principal executive officer (“PEO”) for each Covered Year. For 2023, our non-PEO PVP NEOs were Scott Mell, Jodi Robin, Jill Stress and Fabio Matheus Salik. For 2022, our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik and John Schaefer. For 2021, our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik, John Schaefer, Robert Zalupski and Joshua Sherbin. For 2020, our non- PEO PVP NEOs were Robert Zalupski and Joshua Sherbin. |
2023 Pay Versus Performance Table
| (2) For 2023, in determining both the CAP to our PEO and the average CAP to our non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) the following amounts. Please note that, while similar adjustment information was provided in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because in our view it is not material to our stockholders’ understanding of the information reported in the table above for 2023 or the relationships disclosure provided below. |
2023 Pay Versus Performance Table
| Item and Value Added (Deducted) | 2023 | | For PEO: | | | - SCT “Stock Awards” column value | $(3,251,875) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $2,609,021 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | $(2,061,721) | | +/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in prior years that vested in Covered Year | $117,334 | | + includable dividends/earnings on equity awards during Covered Year | $17,514 | | Sub-Total | $(2,569,727) |
2023 Pay Versus Performance Table
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2023 Pay Versus Performance Table
| Item and Value Added (Deducted) | 2023 | | For Non-PEO PVP NEOs (Average): | | | - SCT “Stock Awards” column value | $(448,979) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $368,847 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | $(171,528) | | +/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted in prior years that vested in Covered Year | $3,211 | | + includable dividends/earnings on equity awards during Covered Year | $1,211 | | Sub-Total | $(247,238) |
2023 Pay Versus Performance Table
| (3) Total shareholder return (“TSR”) for the Company and the peer group was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S- K. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
2023 Pay Versus Performance Table
| (4) For purposes of this PVP disclosure, our peer group is the S&P Small Cap 600 Industrials Index (the “Peer Group”), which is also the peer group used to measure the Company’s TSR-based equity award attainment. |
2023 Pay Versus Performance Table
| (5) Net income is calculated as the consolidated net income (loss) of the Company and its subsidiaries, determined in accordance with U.S. GAAP. Dollar values are in millions. |
2023 Pay Versus Performance Table
| (6) For purposes of this PVP disclosure, Adjusted Operating Profit is calculated based on the Company’s Adjusted Operating Profit as used for external reporting purposes, adjusted to exclude the effect of Special Items as defined by the Company. Adjusted 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 is used because it is viewed as a leading indicator of our ability to effectively manage our costs throughout the business cycle. Dollar values are in millions. See Appendix I: Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures in our fourth quarter and full year earnings releases for the related periods for detailed reconciliations to GAAP results. |
2023 Pay Versus Performance Table
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