DEF 14A of Trimas Corp, Mar 27, 2025

DEF 14A of Trimas Corp

Filed Mar 27, 2025 · FY20240001140361-25-010692

Open on EDGAR

  1. SCHEDULE 14A INFORMATION

    | PROXY SUMMARY | 1 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 6 | | DIRECTOR COMPENSATION | 18 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 21 | | PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 | | PROPOSAL 3 – APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS | 24 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 26 | | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | 30 | | COMPENSATION COMMITTEE REPORT | 48 | | TRANSACTIONS WITH RELATED PERSONS | 63 | | ADDITIONAL INFORMATION | 64 |

  2. 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 |

  3. Directors and Director Nominees

    Directors and Director Nominees

  4. Directors and Director Nominees

    | Name | Title | Committees* | Term Ending | Class(2) | | Thomas A. Amato(1) | Director, President and Chief Executive Officer | N/A | 2025 | I | | Jeffrey A. Fielkow(3) | Director | A, C**, G | 2025 | I | | Jeffrey M. Greene(1) | Director | C | 2025 | I | | Adrianne W. Shapira(4) | Director Nominee | N/A | N/A | I | | Holly M. Boehne | Director | C, G | 2026 | II | | Teresa M. Finley(5) | Director | N/A | 2026 | II | | Herbert K. Parker | Chair of the Board | A** | 2026 | II | | Shawn S. Sedaghat | Director | G | 2027 | III | | Nick L. Stanage | Director | C, G | 2027 | III | | Daniel P. Tredwell | Director | A, C, G** | 2027 | III |

  5. Directors and Director Nominees

    | * A = Audit Committee; C = Compensation Committee; G = Governance and Nominating Committee |

  6. Directors and Director Nominees

    | ** Chair of Committee |

  7. Directors and Director Nominees

    | (1) Not standing for re-election at the Annual Meeting. |

  8. 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 2027 Annual Meeting of Shareholders. |

  9. Directors and Director Nominees

    | (3) Standing for re-election at the Annual Meeting. |

  10. Directors and Director Nominees

    | (4) Standing for election at the Annual Meeting. |

  11. Directors and Director Nominees

    | (5) In connection with Ms. Finley’s service as Interim Chief Financial Officer, Ms. Finley is no longer serving on the Audit Committee or Compensation Committee, and the Board has appointed Mr. Fielkow as Chair of the Compensation Committee. |

  12. Directors and Director Nominees

    | 2025 Proxy Statement | I | 7 |

  13. 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 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. Note: Skills include current Board members and new Director nominee.

  14. Director Background, Experience and Qualifications

    | 8 | I | 2025 Proxy Statement |

  15. Board Diversity Matrix

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

  16. 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 | - | - |

  17. 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+ | - | - | - | - |

  18. Board Diversity Matrix

    | * Based on self-identified diversity characteristics. |

  19. Board Diversity Matrix

    | 2025 Proxy Statement | I | 9 |

  20. Director and Director Nominee Biographies

    Director and Director Nominee Biographies

  21. Director and Director Nominee Biographies

    | Age: 61 | | Director Since: 2016 |

  22. Director and Director Nominee 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 30 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 | |

  23. Director and Director Nominee Biographies

    | Age: 62 | | Director Since: 2020 | | Committees: Compensation, Governance & Nominating |

  24. Director and Director Nominee 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 | |

  25. Director and Director Nominee Biographies

    | Age: 56 | | Director Since: 2023 | | Committees: Audit, Compensation, Governance & Nominating |

  26. Director and Director Nominee Biographies

    | Jeffrey A. Fielkow | | | Mr. Fielkow has served as the Chief Executive Officer of Circular Action Alliance (CAA) since August 2024. Prior to joining CAA, Mr. Fielkow served as President and Chief Executive Officer of I.D. Images, LLC, from 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 | |

  27. Director and Director Nominee Biographies

    | 10 | I | 2025 Proxy Statement |

  28. Director and Director Nominee Biographies

    | Age: 63 | | Director Since: 2020 |

  29. Director and Director Nominee Biographies

    | Teresa M. Finley | | | Ms. Finley currently serves as the Interim Chief Financial Officer of TriMas. From 2015 until her retirement in 2017, Ms. Finley served as the Chief Marketing and Business Services Officer (CMO) at UPS, where she was a member of the executive leadership team. 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 Former Directorships: AssuranceAmerica, Pilot Freight Services | |

  30. Director and Director Nominee Biographies

    | Age: 66 | | Director Since: 2015 | | Committees: Audit |

  31. Director and Director Nominee 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 | |

  32. Director and Director Nominee Biographies

    | Age: 59 | | Director Since: 2025 | | Committees: Governance & Nominating |

  33. Director and Director Nominee Biographies

    | Shawn S. Sedaghat | | | Mr. Sedaghat is the Chairman of Trend International Holding AG, an investment holding company with interests in real estate, public and private debt and equity, and other investments. With over 40 years of global business experience in the packaging industry, he began his career co-founding SEDA Specialty Packaging Corp. in 1984, serving as Chairman and CEO until its sale to CCL Industries Inc. in 1997. He then held leadership roles at CCL until 1999, when he transitioned into a consulting position. In 2001, Mr. Sedaghat founded PKG Group, LLC, a dispensing and packaging company, serving as CEO until 2015. He also founded Gotha Cosmetics S.R.L. in 2005, serving as CEO from 2005 to 2008, and then again from 2015 to 2017, and as Chairman of Gotha Cosmetics USA, Inc. from 2017 to 2019. Following his sale of a majority stake in Gotha, Mr. Sedaghat formed a partnership with Capvis AG (formerly Capvis Equity Partners AG) in 2016. Mr. Sedaghat has served as a director of Gotha since its inception. | | | Mr. Sedaghat has extensive knowledge and expertise in the packaging and consumer products industries, manufacturing, process and product innovation, customer relationship management and executive leadership. | | | Current Directorships: Trend International Holding AG, Gotha Cosmetics S.R.L, Polyusus Lux IX S.a.r.l. Former Directorships: CCL Industries Inc. | |

  34. Director and Director Nominee Biographies

    | 2025 Proxy Statement | I | 11 |

  35. Director and Director Nominee Biographies

    | Age: 54 | | Nominated for 2025 |

  36. Director and Director Nominee Biographies

    | Adrianne W. Shapira | | | Ms. Shapira served as a Founding Managing Director of Eurazeo Brands, an $800 million investment division of Eurazeo, a French private equity firm, from 2017 to 2023, where she focused on consumer brands. During her tenure, she served on the boards of NEST Fragrances, Herschel Supply Company, Dewey’s Cookies and Beekman 1802. Previously, Ms. Shapira was Chief Financial Officer of David Yurman, a luxury jewelry company, from 2012 to 2016. While there, she played a key role in transitioning the family-owned brand from a wholesale model to direct-to-consumer channels, including retail stores and e-commerce. Prior to that, she spent 13 years at Goldman Sachs as a Managing Director in Equity Research, covering the Broadlines Retail Sector, which included 27 public companies across luxury brands, department stores, discounters, mass retailers, dollar stores, warehouse clubs and grocers. Earlier in her career, Ms. Shapira was an equity analyst at Robertson Stephens and Neuberger Berman. | | | Ms. Shapira has extensive expertise in finance, accounting and financial reporting, complemented by senior leadership experience and a strong background in marketing and brand management. | | | Current Directorships: Crown Laboratories, Inc., Kohl’s Corporation Former Directorships: The Hain Celestial Group, Inc. | |

  37. Director and Director Nominee Biographies

    | Age: 66 | | Director Since: 2013 | | Committees: Compensation, Governance & Nominating |

  38. Director and Director Nominee Biographies

    | Nick L. Stanage | | | Mr. Stanage is the former Chairman, Chief Executive Officer and President of Hexcel Corporation. He joined Hexcel in November 2009 as President and became Chief Executive Officer in August 2013 and Chairman in January 2014. Following Mr. Stanage's retirement from Hexcel as Chief Executive Officer and President in May 2024, he served as Executive Chairman through November 2024. 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 | |

  39. Director and Director Nominee Biographies

    | Age: 67 | | Director Since: 2002 | | Committees: Audit, Compensation, Governance & Nominating |

  40. Director and Director Nominee 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. | |

  41. Director and Director Nominee Biographies

    | 12 | I | 2025 Proxy Statement |

  42. Director and Director Nominee Biographies

    Corporate Governance

  43. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  44. 2024 Director Compensation Table

    2024 Director Compensation Table

  45. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Samuel Valenti III(3) | 90,860 | 99,991 | 190,851 | | Holly M. Boehne | 100,000 | 99,991 | 199,991 | | Teresa M. Finley | 115,000 | 99,991 | 214,991 | | Jeffrey M. Greene | 100,000 | 99,991 | 199,991 | | Herbert K. Parker(4) | 182,912 | 99,991 | 282,903 | | Nick L. Stanage | 100,000 | 99,991 | 199,991 | | Daniel P. Tredwell | 110,000 | 99,991 | 209,991 | | Jeffrey A. Fielkow | 100,000 | 99,991 | 199,991 |

  46. 2024 Director Compensation Table

    | (1) Mses. Boehne and Finley elected to defer 100% of their 2024 fees earned as permitted under the Company’s director retainer share election program. |

  47. 2024 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 2024. Mses. Boehne and Finley, and Messrs. Valenti, Greene, Parker, Stanage, Tredwell and Fielkow, each received 4,068 restricted stock units effective on March 14, 2024. These awards were granted under the Company’s 2023 Equity and Incentive Compensation Plan and generally vest one year from the date of grant. |

  48. 2024 Director Compensation Table

    | (3) Mr. Valenti stepped down from the Board effective May 14, 2024, due to his retirement. As a result, his outstanding restricted stock units vested in full and his cash retainer and chairman retainer were pro-rated for 2024. |

  49. 2024 Director Compensation Table

    | (4) Mr. Parker was elected as Chair of the Board effective May 14, 2024. As a result, his 2024 chairman retainer was pro-rated. |

  50. 2024 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, 2024. As of such date, none of our non-employee directors held any stock options or stock awards other than restricted stock units.

  51. 2024 Director Compensation Table

    | Name | Stock Awards | | Samuel Valenti III | — | | Holly M. Boehne | 4,068 | | Teresa M. Finley | 4,068 | | Jeffrey M. Greene | 4,068 | | Herbert K. Parker | 4,068 | | Nick L. Stanage | 4,068 | | Daniel P. Tredwell | 4,068 | | Jeffrey A. Fielkow | 4,068 |

  52. 2024 Compensation Program Highlights

    | • | Each year, the Compensation Committee establishes performance measures intended to focus executives on the most important Company objectives; |

  53. 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; |

  54. 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; |

  55. 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; |

  56. Equity Compensation Plan Information

    Equity Compensation Plan Information

  57. Equity Compensation Plan Information

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (a) | Weighted-average exercise price of outstanding options, warrants and rights(2) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(3)) (c) | | Equity compensation plans approved by security holders | 1,163,558 | $— | 1,733,666 | | Equity compensation plans not approved by security holders | — | — | — |

  58. Equity Compensation Plan Information

    | (1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards. |

  59. 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. |

  60. Equity Compensation Plan Information

    | (3) As of December 31, 2024, includes shares available for future issuance under the 2023 Equity and Incentive Compensation Plan, including for awards other than options and rights. |

  61. Equity Compensation Plan Information

    | 28 | I | 2025 Proxy Statement |

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

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

  63. Teresa M. Finley. 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.

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

    | 2025 Proxy Statement | I | 29 |

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

    ANALYSIS

  66. 2025 Executive Transitions

    2025 Executive Transitions 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:

  67. 2025 Executive Transitions

    | • | The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant and management in the 2024 executive compensation process; |

  68. 2025 Executive Transitions

    | • | How our NEOs’ 2024 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests. |

  69. 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 standard 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 (although we have entered into a Transition and Separation Agreement with Mr. Amato regarding the CEO Transition, as described above and again below). | | ✔ | 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 in Control We do not provide for excise tax gross-ups on change in control payments. | | ✔ | Reasonable Executive Severance/Change in Control Benefits Our post-employment and change in 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 in Control Severance Benefits Our Executive Severance/Change in Control Policy provides for payment of cash severance and vesting of equity awards after a change in 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. | | |

  70. Short-Term Incentive Program

    Short-Term Incentive Program

  71. Short-Term Incentive Program

    | • | For fiscal year 2024, the short-term incentive program (“STI”) for our NEOs was subject to the following performance measures and weightings to evaluate and determine final payouts for the year: Company operating profit at 70%, and Company cash flow at 30%. |

  72. Short-Term Incentive Program

    | • | The target incentive award percentages for Messrs. Amato and Mell and Mses. Robin and Stress remained unchanged from 2023. |

  73. Short-Term Incentive Program

    | • | Based on Company performance, the 2024 STI payout was earned at 0% of target for each of our NEOs. |

  74. Long-Term Incentive Program

    Long-Term Incentive Program In 2024, the Committee granted performance stock units (“PSUs”) and/or service-based restricted stock units (“RSUs”) to the NEOs. The Committee approved a $125,000 annual LTI increase for Mr. Mell, a $45,000 annual LTI increase for Ms. Robin and a $5,000 annual LTI increase for Ms. Stress. Mr. Amato’s annual LTI award remained unchanged from 2023. For Mr. Amato, PSUs accounted for 60% and RSUs accounted for 40% of his total long-term incentive (“LTI”) target award value. For Mr. Mell, Ms. Robin and Ms. Stress, their LTI target award value was allocated equally between these two vehicles. All awards earned will be settled in shares. Specifically:

  75. Long-Term Incentive Program

    | • | In March 2024, 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; |

  76. Long-Term Incentive Program

    | • | For previously granted PSUs, the March 11, 2022 PSU award performance period was completed at the end of 2024. Based on performance results for the applicable RTSR and EPS CAGR metrics, threshold performance levels were not met and the PSUs were forfeited. |

  77. Long-Term Incentive Program

    Due to Mr. Mell’s resignation in March 2025, Mr. Mell forfeited all of his LTI grants that were outstanding but unvested on the date of his termination of employment.

  78. Long-Term Incentive Program

    | 34 | I | 2025 Proxy Statement |

  79. 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 2024, 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. 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.

  80. 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 2024 peer group. Due to mergers and acquisitions activity, and a review of comparable industry profiles, the Committee removed Aerojet Rocketdyne Holdings, Inc., CIRCOR International, Inc. and NN, Inc. Albany International Corp. and Helios Technologies, Inc. were added due to their business characteristics and peer group similarities. The peer group’s 12 month revenue (June 2022 to June 2023) generally ranged from 70% to 380% of the Company’s 12 month revenue (June 2022 to June 2023). 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.

  81. 2024 Peer Group

    2024 Peer Group

  82. 2024 Peer Group

    | Albany International Corp. | ESCO Technologies Inc. | | Aptar Group Inc. | Helios Technologies, Inc. | | Astronics Corporation | Kaman Corporation | | Barnes Group Inc. | Myers Industries Inc. | | Chart Industries, Inc. | Standex International Corporation | | Ducommun Incorporated | Triumph Group, Inc. | | Enerpac Tool Group Corp. | Woodward, Inc. | | EnPro Industries, Inc. | |

  83. Analysis of Key 2024 Compensation Components and Decisions

    Analysis of Key 2024 Compensation Components and Decisions The Committee made compensation decisions for 2024 using peer group data from peer company proxy statements and survey data. The Committee referenced the Willis Towers Watson 2023 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 2024, the Committee reviewed Messrs. Amato and Mell 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 judged to be 1% below the market median, with his base salary and target cash compensation both 17% below the market median, and his LTI 1% above the market median. Mr. Mell’s target total direct compensation was judged to be 19% below the market median, with his base salary and target cash compensation both 11% below the market median, and his LTI 18% below the market median. Ms. Robin’s target total direct compensation was judged to be 14% below the market median, with her base salary, target cash compensation and LTI 17%, 19% and 24%, respectively, below the market median. Ms. Stress’ target total direct compensation was judged to be at the market median, with her base salary and target cash compensation both 22% below the market median, and her LTI 8% 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 2024, 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 2024 executive compensation program are provided in the following paragraphs.

  84. 2024 Short-Term Incentive Compensation Program

    2024 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. Target incentive award percentages for all NEOs remained unchanged from 2023. Target awards for 2024 are shown in the following chart:

  85. 2024 Short-Term Incentive Compensation Program

    | NEO | Target STI Amount | Target Award as Percent of Salary | | Mr. Amato | $787,500 | 100.0% | | Mr. Mell | $341,131 | 70.0% | | Ms. Robin | $240,000 | 60.0% | | Ms. Stress | $195,250 | 55.0% |

  86. 2024 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%.

  87. 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. 2024 STI Performance Measures. The following underlying performance metrics were selected for the NEOs’ 2024 STI awards as indicated below:

  88. Performance Measures

    | • | Operating Profit - 70%. 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 |

  89. Performance Measures

    | 2025 Proxy Statement | I | 39 |

  90. 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; and

  91. Performance Measures

    | • | Cash Flow - 30%. 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. |

  92. Performance Measures

    For 2024, the specific underlying performance goals and actual achievements were as follows: (dollars in millions):

  93. Performance Measures

    | Metric | | Threshold(1) | Target(1) | Maximum(1) | Actual 2024 Results(2) | Weighting | Payout % | | Operating Profit | Performance Goal | $91.5 | $110.9 | $127.6 | $88.0 | 70% | 0% | | | Payout as % of Target | 25% | 100% | 200% | 79% | | | | Cash Flow | Performance Goal | $54.2 | $65.7 | $75.5 | $26.3 | 30% | 0% | | | Payout as % of Target | 25% | 100% | 200% | 40% | | | | | | | | | | Total | 0% |

  94. 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 both TriMas Packaging and Specialty Products. |

  95. Performance Measures

    | (2) Actual 2024 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. |

  96. Performance Measures

    Award Determination and Payouts. In February 2025, 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 2024 performance:

  97. 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% | $787,500 | —% | $— | | Mr. Mell | 70.0% | $341,131 | —% | $— | | Ms. Robin | 60.0% | $240,000 | —% | $— | | Ms. Stress | 55.0% | $195,250 | —% | $— |

  98. 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.

  99. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards Under the 2024 Long-Term Incentive Award Program (“2024 LTI”), equity awards were granted to our NEOs under the 2023 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 2024 LTI target award value for Mr. Amato and PSUs accounting for 50% and RSUs accounting for 50% of the overall 2024 LTI target award value for all other NEOs. Each year the Committee reviews the competitiveness of executive compensation as well as the form of various components of compensation.

  100. 2024 Long-Term Incentive Awards

    | 40 | I | 2025 Proxy Statement |

  101. 2024 Long-Term Incentive Awards

    In determining the total value of the 2024 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. Mell’s annual LTI award by $125,000, increase Ms. Robin’s annual LTI award by $45,000 and increase Ms. Stress’ annual LTI award by $5,000. The Committee determined no adjustments to the target levels were necessary for Mr. Amato. The approved target 2024 LTI grants for our NEOs are as follows:

  102. 2024 Long-Term Incentive Awards

    | Name | RSUs ($ Value) | 2024-2026 Cycle PSUs ($ Value)(1) | | Mr. Amato | $1,239,987 | $1,859,993 | | Mr. Mell | $349,995 | $349,995 | | Ms. Robin | $187,496 | $187,496 | | Ms. Stress | $167,488 | $167,488 |

  103. 2024 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. |

  104. 2024 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 14, 2024, of $24.58 per share, with a grant date of March 14, 2024. The 2024 RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award. Due to Mr. Amato’s retirement eligibility at the time of grant and the terms of these grants, RSU shares are withheld to satisfy applicable withholding taxes, as reflected in the compensation tables disclosure below. 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 2024 PSU awards are designed to be earned based on the achievement of specific performance measures over a period of three calendar years. For the 2024-2026 cycle that began on January 1, 2024, and ends on December 31, 2026, 50% of the PSU award is earned based on Cash RONA performance during the 2026 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.

  105. 2024 Long-Term Incentive Awards

    | 2025 Proxy Statement | I | 41 |

  106. 2024 Long-Term Incentive Awards

    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).

  107. 2024 Long-Term Incentive Awards

    | 2026 Fiscal Year Cash RONA | Cash RONA PSUs Earned (50% of target) | | 9.5% | 40.0% | | 9.6% | 60.0% | | 9.8% | 80.0% | | 10.0% | 100.0% | | 10.3% | 133.3% | | 10.6% | 166.7% | | 11.0% | 200.0% |

  108. 2024 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% |

  109. 2024 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%.

  110. 2024 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% |

  111. 2024 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 2024-2026 performance period would be paid in 2027. 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. Due to Mr. Mell’s resignation in March 2025, Mr. Mell forfeited all of his LTI grants that were outstanding but unvested on the date of his termination of employment.

  112. 2024 Long-Term Incentive Awards

    | 42 | I | 2025 Proxy Statement |

  113. 2022 PSU Grant (2022 - 2024 Performance Period) - Results

    2022 PSU Grant (2022 - 2024 Performance Period) - Results The following information is provided to describe the performance goals for the 2022 PSU awards, granted March 11, 2022, the actual results relative to such performance goals and how the Company calculated the payout amount for each 2022 PSU award. The 2022-2024 cycle PSU awards provided to the participating NEOs in 2022 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, 2022, to December 31, 2024. 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 2022 PSU awards are summarized in the following tables. If performance had been above the threshold level for either metric but between performance levels shown in the applicable table, the payout percentage would have been determined based on straight-line mathematical interpolation.

  114. 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% |

  115. 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% | 60.0% | | 6.0% | 70.0% | | 6.5% | 80.0% | | 7.0% | 90% | | 7.5% (Target) | 100.0% | | 8.5% | 128.6% | | 9.5% | 157.1% | | 10.5% | 185.7% | | 11.0% or more (Maximum) | 200.0% |

  116. Actual Achievement and Payout

    Actual Achievement and Payout

  117. Actual Achievement and Payout

    | | Results Achieved | Attainment | Weighting | % of Target Achieved | | RTSR | (25.08)%, 14th Percentile | —% | 50% | —% | | EPS CAGR | (12.2)% | —% | 50% | —% | | Total Payout | | | | —% |

  118. Actual Achievement and Payout

    The 2022 PSUs for participating NEOs were not earned as RTSR and EPS CAGR did not meet threshold performance levels and were forfeited.

  119. Actual Achievement and Payout

    | 2025 Proxy Statement | I | 43 |

  120. Change in Control and Severance-Based Compensation

    Change in Control and Severance-Based Compensation The NEOs are covered by the Company’s Executive Severance/Change in Control Policy (“Executive Severance Policy”). For more information about the operation of the Executive Severance Policy, please see the “Post- Employment Compensation” section below. The following is a description of the Executive Severance Policy in effect at the end of 2024 for our NEOs. In general, the Executive 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 Executive 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 Executive 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 Executive 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 Executive Severance Policy to evaluate both its effectiveness and competitiveness and to determine the value of potential payments.

  121. Change in Control and Severance-Based Compensation

    | 44 | I | 2025 Proxy Statement |

  122. 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 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. |

  123. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the total compensation paid to or earned by the NEOs in 2024, 2023 and 2022, as applicable:

  124. 2024 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 | 2024 | 778,125 | — | 3,179,435 | 0 | 29,180 | 3,986,740 | | | 2023 | 741,250 | — | 3,251,875 | 0 | 27,797 | 4,020,922 | | | 2022 | 715,000 | — | 3,029,698 | 644,930 | 26,813 | 4,416,441 | | Scott A. Mell, Former CFO | 2024 | 476,635 | — | 714,940 | 0 | 24,124 | 1,215,699 | | | 2023 | 440,273 | — | 598,421 | 0 | 39,459 | 1,078,153 | | | 2022 | 424,337 | — | 595,101 | 250,614 | 39,237 | 1,309,289 | | Jodi F. Robin, General Counsel (5) | 2024 | 388,750 | — | 383,002 | 0 | 20,829 | 792,581 | | | 2023 | 342,863 | — | 338,561 | 0 | 37,857 | 719,281 | | Jill S. Stress, CHRO(6) | 2024 | 342,500 | — | 342,131 | 0 | 19,094 | 703,725 | | | 2023 | 295,130 | — | 338,561 | 0 | 36,067 | 669,758 |

  125. 2024 Summary Compensation Table

    | (1) All awards in this column relate to RSUs (and PSUs) granted under the 2017 Equity and Incentive Compensation Plan and 2023 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. |

  126. 2024 Summary Compensation Table

    | (2) On March 14, 2024, 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 2024 were $4,848,619 for Mr. Amato, $912,364 for Mr. Mell, $488,764 for Ms. Robin, and $436,607 for Ms. Stress. 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. Due to Mr. Mell’s resignation in March 2025, Mr. Mell forfeited all of his LTI grants that were outstanding but unvested on the date of his termination of employment. |

  127. 2024 Summary Compensation Table

    | (3) STI payments are made in the year subsequent to which they were earned. The fact that no amounts were earned under the 2024 STI was determined and certified by the Committee on February 20, 2025, and no amounts were paid under the STI program for 2024. For additional information about STI awards, please refer to the “Grants of Plan-Based Awards in 2024” table. |

  128. 2024 Summary Compensation Table

    | (4) For 2024, includes (as applicable) perquisite allowance and Company contributions to retirement and 401(k) plans. Specifically, in 2024, Mr. Mell and Mses. Robin and Stress each received a perquisite allowance of $6,250. Company contributions during 2024 into the retirement and 401(k) plans were $29,180 for Mr. Amato, $17,874 for Mr. Mell, $14,579 for Ms. Robin and $12,844 for Ms. Stress. See “Compensation Components - Benefits and Retirement Programs.” |

  129. 2024 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 2022. |

  130. 2024 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 2022. |

  131. 2024 Summary Compensation Table

    | 2025 Proxy Statement | I | 49 |

  132. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information about the plan-based awards granted to the NEOs in 2024:

  133. Grants of Plan-Based Awards in 2024

    | | | | | 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) | | | 59,063 | 787,500 | 1,575,000 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/14/2024 | 3/13/2024 | — | — | — | — | — | — | 50,447 | 1,239,987 | | | Performance Stock Units(3) | 3/14/2024 | 3/13/2024 | — | — | — | — | 75,671 | 189,178 | — | 1,939,448 | | Scott A. Mell | STI(1) | | | 25,585 | 341,131 | 682,262 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/14/2024 | 3/13/2024 | — | — | — | — | — | — | 14,239 | 349,995 | | | Performance Stock Units(3) | 3/14/2024 | 3/13/2024 | — | — | — | — | 14,239 | 35,598 | — | 364,946 | | Jodi F. Robin | STI(1) | | | 18,000 | 240,000 | 480,000 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/14/2024 | 3/13/2024 | — | — | — | — | — | — | 7,628 | 187,496 | | | Performance Stock Units(3) | 3/14/2024 | 3/13/2024 | — | — | — | — | 7,628 | 19,070 | — | 195,506 | | Jill S. Stress | STI(1) | | | 14,644 | 195,250 | 390,500 | — | — | — | — | — | | | Restricted Stock Units(2) | 3/14/2024 | 3/13/2024 | — | — | — | — | — | — | 6,814 | 167,488 | | | Performance Stock Units(3) | 3/14/2024 | 3/13/2024 | — | — | — | — | 6,814 | 17,035 | — | 174,643 |

  134. Grants of Plan-Based Awards in 2024

    | (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 2024. 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 2024 of the participating NEOs’ STI awards is disclosed in the 2024 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. |

  135. Grants of Plan-Based Awards in 2024

    | (2) On March 14, 2024, each NEO received time-based RSUs under the 2023 Equity and Incentive Compensation Plan, which awards generally vest ratably over a three-year period. Due to Mr. Amato’s retirement eligibility at the time of grant and the terms of these grants, RSU shares are withheld to satisfy applicable withholding taxes, as reflected in the remaining compensation tables disclosure below. |

  136. Grants of Plan-Based Awards in 2024

    | (3) On March 14, 2024, each NEO received PSUs under the 2023 Equity and Incentive Compensation Plan, which awards generally cliff vest after a three-year performance period (2024-2026 Cycle) and are subject to Cash RONA and EPS CAGR performance objectives, with a RTSR modifier, over the performance period. Attainment of the PSUs 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. |

  137. Grants of Plan-Based Awards in 2024

    For a detailed description of the programs underlying the awards detailed in the Grants of Plan-Based Awards in 2024 table, please refer to the “Analysis of Key 2024 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. Due to Mr. Mell’s resignation in March 2025, Mr. Mell forfeited all of his LTI grants that were outstanding but unvested on the date of his termination of employment. For more information about our Transition and Separation Agreement with Mr. Amato, see the narrative following the “Potential Payments Upon Termination or Change in Control as of December 31, 2024” section below.

  138. Grants of Plan-Based Awards in 2024

    | 50 | I | 2025 Proxy Statement |

  139. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the outstanding equity awards held by the NEOs as of December 31, 2024 (however, due to Mr. Mell’s resignation in March 2025, Mr. Mell forfeited all of his LTI grants that were outstanding but unvested on the date of his termination of employment):

  140. Outstanding Equity Awards at 2024 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 | 3/11/2022(3) | — | — | — | — | 15,039 | 369,809 | — | — | | | 3/11/2023(4) | — | — | — | — | 28,486 | 700,471 | 19,228 | 472,817 | | | 3/14/2024(5) | — | — | — | — | 48,771 | 1,199,279 | 75,671 | 1,860,750 | | Scott A. Mell | 3/11/2022(3) | — | — | — | — | 2,954 | 72,639 | — | — | | | 3/11/2023(4) | — | — | — | — | 6,604 | 162,392 | 2,972 | 73,081 | | | 3/14/2024(5) | — | — | — | — | 14,239 | 350,137 | 14,239 | 350,137 | | Jodi F. Robin | 3/11/2022(3) | — | — | — | — | 806 | 19,820 | — | — | | | 3/11/2023(4) | — | — | — | — | 5,169 | 127,106 | 1,085 | 26,680 | | | 3/14/2024(5) | — | — | — | — | 7,628 | 187,573 | 7,628 | 187,573 | | Jill S. Stress | 3/11/2022(3) | — | — | — | — | 672 | 16,524 | — | — | | | 3/11/2023(4) | — | — | — | — | 5,169 | 127,106 | 1,085 | 26,680 | | | 3/14/2024(5) | — | — | — | — | 6,814 | 167,556 | 6,814 | 167,556 |

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) All awards in these columns relate to RSUs and PSUs awarded under the 2017 Equity and Incentive Compensation Plan and the 2023 Equity and Incentive Compensation Plan. |

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) The market value is based on the closing stock price as of December 31, 2024 ($24.59) multiplied by the applicable number of units outstanding. |

  143. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Each participating NEO received an RSU and PSU (2022-2024 Cycle) award as part of the Company’s 2022 LTI awards. The PSUs 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. The Committee approved the performance attainment of 0% in February 2025, which is reflected in the number of shares and market value above. The RSUs generally vest ratably on each of the first three anniversaries of the grant date. |

  144. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) Each participating NEO received an RSU and PSU (2023-2025 Cycle) award as part of the Company’s 2023 LTI awards. The PSUs generally cliff vest after a 36-month performance period (2023-2025 Cycle) and are subject to Cash RONA and EPS CAGR performance objectives, with a RTSR modifier, over the performance period. For purposes of this disclosure, performance is reflected at threshold levels for these PSUs. The RSUs generally vest ratably on each of the first three anniversaries of the grant date |

  145. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) On March 14, 2024, each NEO received an RSU and PSU (2024-2026 Cycle) award as part of the Company’s 2024 LTI awards. For purposes of this disclosure, performance is reflected at target levels for these PSUs. See the “Grants of Plan-Based Awards in 2024” table for details on the grants, including vesting terms. |

  146. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 Proxy Statement | I | 51 |

  147. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information on stock options and RSUs that vested or were exercised, as applicable, in 2024 for our NEOs:

  148. Option Exercises and Stock Vested in 2024

    | | 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 | — | — | 43,527 | 1,075,334 | | Scott A. Mell | — | — | 11,208 | 279,030 | | Jodi F. Robin | — | — | 4,396 | 108,625 | | Jill S. Stress | — | — | 3,758 | 92,860 |

  149. Option Exercises and Stock Vested in 2024

    | (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). |

  150. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table The following table summarizes the activity in nonqualified deferred compensation for the NEOs in 2024:

  151. 2024 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 | — | 16,242 | 11,678 | — | 153,111 | | Scott A. Mell | — | 4,936 | 528 | — | 10,940 | | Jodi F. Robin | | 1,641 | 38 | — | 2,161 | | Jill S. Stress | — | — | — | — | — |

  152. 2024 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 2024 Summary Compensation Table. |

  153. 2024 Nonqualified Deferred Compensation Table

    | (2) None of these amounts are reported in the 2024 Summary Compensation Table. |

  154. 2024 Nonqualified Deferred Compensation Table

    | (3) The following amounts included in this column were reported in Summary Compensation Tables for prior fiscal years: Mr. Amato, $103,007; Mr. Mell, $4,883; and Ms. Robin, $482. 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.” |

  155. 2024 Nonqualified Deferred Compensation Table

    See the “Executive Retirement Program” section of the CD&A for more information regarding the Executive Retirement Program.

  156. 2024 Nonqualified Deferred Compensation Table

    | 52 | I | 2025 Proxy Statement |

  157. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    Potential Payments Upon Termination or Change in Control as of December 31, 2024 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 31, 2024. These estimates reflect, among other arrangements, the terms of the Executive 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. Further, while the estimates and descriptions provided below applied regarding Mr. Mell as of December 31, 2024, due to Mr. Mell’s resignation in March 2025, Mr. Mell is not eligible to receive any of such compensation and benefits after his termination of employment.

  158. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | | Involuntary termination by Company without cause or termination by executive for good reason ($)(3) | Involuntary termination by Company for cause ($) | Qualifying termination in connection with a change in control ($)(4) | Death ($)(4)(5) | Termination as a result of disability ($)(6) | Qualified Retirement ($)(8) | | Thomas A. Amato | | | | | | | | Cash payments(1) | 1,575,000 | — | 3,937,500 | — | — | — | | Value of restricted stock units(2)(7) | 1,580,793 | — | 6,815,782 | 6,815,782 | 4,603,125 | 4,603,125 | | Medical benefits | 15,500 | — | 38,750 | 46,500 | — | — | | Total | 3,171,293 | — | 10,792,032 | 6,862,282 | 4,603,125 | 4,603,125 | | Scott A. Mell | | | | | | | | Cash payments(1) | 828,461 | — | 1,242,692 | — | — | — | | Value of restricted stock units(2) | 332,998 | — | 1,396,810 | 1,396,810 | 1,008,387 | — | | Medical benefits | 15,500 | — | 23,250 | 46,500 | — | — | | Total | 1,176,959 | — | 2,662,752 | 1,443,310 | 1,008,387 | — | | Jodi F. Robin | | | | | | | | Cash payments(1) | 640,000 | — | 960,000 | — | — | — | | Value of restricted stock units(2) | 171,835 | — | 670,471 | 670,471 | 548,750 | — | | Medical benefits | 15,500 | — | 23,250 | 46,500 | — | — | | Total | 827,335 | — | 1,653,721 | 716,971 | 548,750 | — | | Jill S. Stress | | | | | | | | Cash payments(1) | 550,250 | — | 825,375 | — | — | — | | Value of restricted stock units(2) | 159,343 | — | 617,234 | 617,234 | 505,423 | — | | Medical benefits | 15,500 | — | 23,250 | 46,500 | — | — | | Total | 725,093 | — | 1,465,859 | 663,734 | 505,423 | — |

  159. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (1) Comprised of multiple of base salary as of December 31, 2024, and applicable STI payments. The 2024 STI bonus is not included as it was deemed for purposes of this table as earned at $0 as of December 31, 2024 and we assume that no accrued but unearned vacation pay is due. |

  160. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (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 Executive Severance Policy. |

  161. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (3) RSUs are valued at the market price of the Common Stock of $24.59 at December 31, 2024. In addition, the number of PSUs included assumes achievement of such PSUs at the same level at which they are disclosed in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table above. Messrs. Amato and Mell and Mses. Robin and Stress had 64,286, 13,542, 6,988 and 6,480 shares, respectively, that would have been vested upon an involuntary termination without cause or by executive for good reason as of December 31, 2024. |

  162. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (4) RSUs are valued at the market price of the Common Stock of $24.59 at December 31, 2024. In addition, the number of PSUs assumes the target metric is achieved. Messrs. Amato and Mell and Mses. Robin and Stress had 277,177, 56,804, 27,266 and 25,101 shares, respectively, that would have been vested upon a qualifying termination in connection with a change in control or death as of December 31, 2024. |

  163. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (5) With respect to death, the Executive 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. |

  164. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | 2025 Proxy Statement | I | 55 |

  165. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (6) With respect to disability, the Executive 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. RSUs include service-based units and PSUs, and are included on a fully-vested basis as required by the terms of the Executive Severance Policy. RSUs are valued at the market price of the Common Stock of $24.59 at December 31, 2024. In addition, the number of PSUs included assumes achievement of such PSUs at the same level at which they are disclosed in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table above. Messrs. Amato and Mell and Mses. Robin and Stress had 187,195, 41,008, 22,316 and 20,554 shares, respectively, that would have been vested upon a disability termination. |

  166. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (7) 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. RSUs are valued at the market price of the Common Stock of $24.59 at December 31, 2024. In addition, the number of PSUs assumes no achievement for the 2022 PSUs, that the threshold metric would be achieved for the 2023 PSUs and the target metric would be achieved for the 2024 PSUs (as disclosed in the “Outstanding Equity Awards at 2024 Fiscal Year-End table above). Mr. Amato had 187,195 shares that would have been vested upon a qualified retirement as of December 31, 2024. Mr. Mell and Mses. Robin and Stress do not meet the definition for a qualified retirement under the applicable plans and award agreements. |

  167. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (8) 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. |

  168. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Mr. Amato, our CEO, had 2024 total compensation of $3,986,740, as reflected in the 2024 Summary Compensation Table. We estimate that the median of 2024 total compensation for all employees of the Company and its consolidated subsidiaries as of December 31, 2024 (the “Determination Date”), excluding our CEO, was $49,736, which is comprised of all applicable elements of compensation for 2024 in accordance with Item 402(c)(2)(x) of Regulation S-K (the “Median Annual Compensation”). The ratio of Mr. Amato’s 2024 total compensation to the Median Annual Compensation was approximately 80 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, 2024, and ending on December 31, 2024, for 3,885 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 2024 (other than temporary employees) based on reasonable assumptions and estimates relating to our employee compensation program, including new hires.

  169. CEO Pay Ratio Disclosure

    | 2025 Proxy Statement | I | 57 |

  170. 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 2024 for this Proxy Statement’s NEOs, as well as our named executive officers from our 2024, 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022, 2023 and 2024, 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:

  171. 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 |

  172. 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. |

  173. 2024 Pay Versus Performance Table

    2024 Pay Versus Performance Table

  174. 2024 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) | | 2024 | 3,986,740 | 2,204,238 | 904,002 | 737,547 | 79 | 197 | 24.3 | 82.8 | | 2023 | 4,020,922 | 1,451,195 | 853,747 | 606,509 | 82 | 168 | 40.4 | 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 |

  175. 2024 Pay Versus Performance Table

    | (1) Thomas Amato was our principal executive officer (“PEO”) for each Covered Year. For 2024, our non-PEO PVP NEOs were Scott Mell, Jodi Robin and Jill Stress. 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. |

  176. 2024 Pay Versus Performance Table

    | (2) For 2024, 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 2024 proxy statement for Covered Year 2023 and 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 2024 or the relationships disclosure provided below. |

  177. 2024 Pay Versus Performance Table

    | Item and Value Added (Deducted) | 2024 | | For PEO: | | | - SCT “Stock Awards” column value | $(3,179,435) | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $3,029,760 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | $(1,660,194) | | +/- 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 | $(25,948) | | + fair value as of vesting date of equity awards granted and vested in Covered Year | $41,196 | | + includable dividends/earnings on equity awards during Covered Year | $12,119 | | Sub-Total | $(1,782,502) |

  178. 2024 Pay Versus Performance Table

    | 58 | I | 2025 Proxy Statement |

  179. 2024 Pay Versus Performance Table

    | Item and Value Added (Deducted) | 2024 | | For Non-PEO PVP NEOs (Average): | | | - SCT “Stock Awards” column value | $(480,024) | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $466,353 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | $(151,328) | | +/- 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 | $(3,308) | | + includable dividends/earnings on equity awards during Covered Year | $1,852 | | Sub-Total | $(166,455) |

  180. 2024 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. |

  181. 2024 Pay Versus Performance Table

    | (4) For purposes of this PVP disclosure, our peer group is the S&P Small Cap 600 Industrials Index (the “S&P Small Cap 600 Peers”), which is also the peer group used to measure the Company’s TSR-based equity award attainment. |

  182. 2024 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. |

  183. 2024 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. |

  184. 2024 Pay Versus Performance Table

    | 2025 Proxy Statement | I | 59 |