DEF 14A of Trimas Corp, Mar 31, 2026

DEF 14A of Trimas Corp

Filed Mar 31, 2026 · FY20250001140361-26-012327

Open on EDGAR

  1. SCHEDULE 14A INFORMATION

    | PROXY SUMMARY | 1 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 5 | | DIRECTOR COMPENSATION | 14 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 17 | | PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 | | PROPOSAL 3 – APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS | 20 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 22 | | EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS | 26 | | COMPENSATION COMMITTEE REPORT | 49 | | TRANSACTIONS WITH RELATED PERSONS | 68 | | ADDITIONAL INFORMATION | 69 |

  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 standard 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(1) | | Thomas J. Snyder | Director, President and CEO | S | 2028 | I | | Jeffrey A. Fielkow | Director | C**, G | 2028 | I | | Adrianne W. Shapira | Director | A, C | 2028 | I | | Holly M. Boehne(2) | Director | C, G** | 2026 | II | | Teresa M. Finley(3) | Director | | 2026 | II | | Herbert K. Parker(2) | Chair of the Board | A** | 2026 | II | | Shawn S. Sedaghat | Director | G, S** | 2027 | III | | Nick L. Stanage | Director | C, S | 2027 | III | | Daniel P. Tredwell | Director | A, S | 2027 | III |

  5. Directors and Director Nominees

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

  6. Directors and Director Nominees

    | ** Chair of Committee |

  7. Directors and Director Nominees

    | (1) Class I term expires at the 2028 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. |

  8. Directors and Director Nominees

    | (2) Standing for re-election at the Annual Meeting. |

  9. Directors and Director Nominees

    | (3) Not standing for re-election at the Annual Meeting. |

  10. Directors and Director Nominees

    | 2026 Proxy Statement | I | 5 |

  11. Director Background, Experience and Qualifications

    Director Background, Experience and Qualifications The following includes a brief overview of the experience, qualifications, attributes and skills that led to the conclusion that the directors and nominees should serve on the Board at this time. The Governance and Nominating Committee considers the experience, mix of skills and other qualities of the existing Board to ensure appropriate Board composition. The Governance and Nominating Committee believes that directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, it seeks to ensure the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company’s business. As more fully reflected in the chart below, the Board believes that the directors and nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise as a whole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that each director satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. In addition, the Board has eight independent directors in accordance with the applicable independence rules of The NASDAQ Global Market LLC (“Nasdaq”) and such directors are also independent of the influence of any particular shareholder or shareholder groups whose interests may diverge from the interests of the shareholders as a whole. Further, each director or nominee brings a strong background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas. Note: Percentages reflect the skills of current Board members.

  12. Director Background, Experience and Qualifications

    | 6 | I | 2026 Proxy Statement |

  13. Director Biographies

    Director Biographies

  14. Director Biographies

    | Age: 59 | | Director Since: 2025 | | Committees: Strategy & Investment |

  15. Director Biographies

    | Thomas J. Snyder | | | Mr. Snyder has served as President, Chief Executive Officer and Director of TriMas since June 2025. Prior to joining TriMas, he spent nearly two decades in senior leadership roles at Silgan Containers LLC. From October 2007 to June 2025, he served as President of Silgan Containers. Before that, he held the roles of Executive Vice President from July 2006 to October 2007 and Vice President, Sales and Marketing, from July 2002 to July 2006. Earlier in his career, Mr. Snyder held positions of increasing responsibility within Silgan Containers, including Director of Sales, National Account Manager, Materials Application Engineer and various operations management roles. He has more than 35 years of experience in the global packaging industry. | | | Mr. Snyder has extensive knowledge and expertise in executive leadership, global manufacturing and operations, strategic and operational planning, customer relationship management, restructuring and acquisitions. | | | Current and Former Directorships: None | |

  16. Director Biographies

    | Age: 63 | | Director Since: 2020 | | Committees: Compensation, Governance & Nominating |

  17. Director Biographies

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

  18. Director Biographies

    | 2026 Proxy Statement | I | 7 |

  19. Director Biographies

    | Age: 57 | | Director Since: 2023 | | Committees: Compensation, Governance & Nominating |

  20. Director 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 the role of 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 | |

  21. Director Biographies

    | Age: 67 | | Director Since: 2015 | | Committees: Audit |

  22. Director Biographies

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

  23. Director Biographies

    | Age: 60 | | Director Since: 2025 | | Committees: Governance & Nominating, Strategy & Investment |

  24. Director 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. | |

  25. Director Biographies

    | 8 | I | 2026 Proxy Statement |

  26. Director Biographies

    | Age: 55 | | Director Since: 2025 | | Committees: Audit, Compensation |

  27. Director Biographies

    | Adrianne W. Shapira | | | Ms. Shapira is a Managing Director, Consumer Health Strategy at Hildred Capital Management, LLC. Prior to joining Hildred, 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, is a qualified financial expert, and brings senior leadership experience complemented by a strong background in marketing and brand management. | | | Current Directorships: Crown Laboratories, Inc., Hildred Portfolio Companies: Hyland’s and Revance Former Directorships: The Hain Celestial Group, Inc., Kohl’s Corporation | |

  28. Director Biographies

    | Age: 67 | | Director Since: 2013 | | Committees: Compensation, Strategy & Investment |

  29. Director 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, Huntington Ingalls Industries, Inc. Former Directorships: None | |

  30. Director Biographies

    | Age: 68 | | Director Since: 2002 | | Committees: Audit, Strategy & Investment |

  31. Director Biographies

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

  32. Director Biographies

    | 2026 Proxy Statement | I | 9 |

  33. Director Biographies

    Corporate Governance

  34. The Board of Directors and Committees

    DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board with respect to that compensation, as appropriate. Meridian Compensation Partners, LLC (“Meridian”) is retained by and reports directly to the Compensation Committee, and advises the Compensation Committee regarding executive and director compensation matters. The Compensation Committee and Board believe that directors should receive a mix of cash and equity over their tenure. The combination of cash and equity compensation is intended to provide incentives for directors to continue to serve on the Board and to attract new directors with outstanding qualifications. Directors may make an annual election to defer receipt of their cash compensation, provided the election is made prior to the fiscal year in which the deferral is effective. Annual Cash Retainer and Meeting Fees. For 2025, each independent director who served for the entirety of 2025 received an annual cash retainer of $100,000. The chair of the Board and of each of the Audit, Compensation, and Governance and Nominating Committees received an additional annual cash retainer in the amounts of $100,000, $20,000, $15,000 and $10,000, respectively. The chair of the Strategy and Investment Committee did not receive an additional cash retainer. Mr. Greene earned a pro-rated portion of the 2025 cash retainer based on his Board service end date in 2025. Mr. Sedaghat and Ms. Shapira earned a pro-rated portion of the 2025 cash retainer based on their Board service beginning in 2025. Mr. Fielkow earned a pro-rated portion of the 2025 Compensation Committee chair cash retainer based on his appointment to Compensation Committee chair on March 20, 2025. Ms. Boehne earned a pro-rated portion of the 2025 Governance and Nominating Committee chair cash retainer based on her appointment to Governance and Nominating Committee chair on August 13, 2025. On March 20, 2025, Ms. Finley was appointed Interim CFO. Except for continuing to vest in restricted stock units previously granted to her for her service as a director according to their original terms, Ms. Finley did not receive any additional compensation for her service on the Board while acting as Interim CFO (Ms. Finley ceased serving in such role on December 15, 2025). As such, she earned a pro-rated portion of her 2025 Board and Compensation Committee chair cash retainer for 2025. The Company operates a director retainer share election program to permit directors to make an annual election to receive unrestricted stock or cash for deferred compensation for Board service in lieu of cash at the time payment is made each quarter. For 2025, one independent director (Ms. Boehne) elected to defer receipt of her cash Board compensation. Equity Compensation. As part of the independent directors’ annual compensation package, each independent director also receives an annual grant of restricted stock units with a grant date fair value of approximately $100,000, with each grant generally subject to the director’s continued service on the Board for a one-year vesting period. In March 2025, the Company made the annual grant to each of the current independent directors on the same terms, with the exception of Ms. Shapira who received a pro-rated annual grant of restricted stock units due to her Board service beginning on May 14, 2025. Director Stock Ownership. We have established stock ownership guidelines for our independent directors to more closely tie their interests to those of shareholders. Under these guidelines, all such directors are required to own, within five years after initial election to the Board as an independent director, shares of Company stock having a value equal to five times their annual cash retainer (excluding any additional retainers for Board and committee chair service). Unrestricted stock and service-based restricted stock units are counted toward fulfillment of this ownership requirement. As of December 31, 2025, each independent director was in compliance or on a path to timely compliance with his or her stock ownership requirement. If an independent director does not meet the stock ownership guidelines, the Compensation Committee may consider such fact in determining the grant of future equity awards to such director. Indemnification. The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company. Other. The Company reimbursed all directors for expenses incurred in attending Board and committee meetings and for other director service in 2025. The Company does not provide any perquisites to directors.

  35. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  36. 2025 Director Compensation Table

    2025 Director Compensation Table

  37. 2025 Director Compensation Table

    | Name | 2025 Fees Earned or Paid in Cash ($)(1) | 2025 Stock Awards ($)(2) | Total ($) | | Holly M. Boehne(3) | 103,832 | 99,981 | 203,813 | | Jeffrey A. Fielkow(4) | 111,750 | 99,981 | 211,731 | | Teresa M. Finley(5) | 29,536 | 99,981 | 129,517 | | Jeffrey M. Greene(6) | 36,813 | 99,981 | 136,794 | | Herbert K. Parker | 220,000 | 99,981 | 319,981 | | Shawn S. Sedaghat(7) | 88,889 | 99,981 | 188,870 | | Adrianne W. Shapira(8) | 63,187 | 83,276 | 146,463 | | Nick L. Stanage | 100,000 | 99,981 | 199,981 | | Daniel P. Tredwell(9) | 106,168 | 99,981 | 206,149 |

  38. 2025 Director Compensation Table

    | (1) Ms. Boehne elected to defer 100% of her 2025 fees earned as permitted under the Company’s director retainer share election program. |

  39. 2025 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 2025. Mses. Boehne and Finley, and Messrs. Fielkow, Greene, Parker, Sedaghat, Stanage and Tredwell each received 4,140 restricted stock units effective March 14, 2025. Ms. Shapira received 3,276 restricted stock units effective May 23, 2025. These awards were granted under the Company’s 2023 Equity and Incentive Compensation Plan and, except for the award granted to Ms. Finley which vested one year from the date of grant, generally vest one year from the date of grant. |

  40. 2025 Director Compensation Table

    | (3) Ms. Boehne was appointed as GNC Committee chair on August 13, 2025. As a result, her Committee chair cash retainer was pro-rated for 2025. |

  41. 2025 Director Compensation Table

    | (4) Mr. Fielkow was appointed as Compensation Committee chair on March 20, 2025. As a result, his Committee chair cash retainer was pro-rated for 2025. |

  42. 2025 Director Compensation Table

    | (5) Ms. Finley was appointed Interim CFO on March 20, 2025, and served in this role until December 15, 2025. As a result, her Board and Compensation Committee chair cash retainers were pro-rated for 2025. |

  43. 2025 Director Compensation Table

    | (6) Mr. Greene stepped down from the Board effective May 14, 2025, due to his retirement. As a result, his outstanding restricted stock units vested in full and his cash retainer was pro-rated for 2025. |

  44. 2025 Director Compensation Table

    | (7) Mr. Sedaghat was appointed to the Board effective February 10, 2025. As a result, his 2025 Board cash retainer was pro-rated for 2025. |

  45. 2025 Director Compensation Table

    | (8) Ms. Shapira was appointed to the Board effective May 14, 2025. As a result, her 2025 Board cash retainer was pro-rated for 2025. |

  46. 2025 Director Compensation Table

    | (9) Mr. Tredwell stepped down as GNC Committee chair on August 12, 2025. As a result, his Committee chair cash retainer was pro-rated for 2025. |

  47. 2025 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, 2025. As of such date, none of our non-employee directors held any stock options or stock awards other than restricted stock units.

  48. 2025 Director Compensation Table

    | Name | Stock Awards | | Holly M. Boehne | 4,140 | | Jeffrey A. Fielkow | 4,140 | | Teresa M. Finley(1) | 24,140 | | Jeffrey M. Greene(2) | — | | Herbert K. Parker | 4,140 | | Shawn S. Sedaghat | 4,140 | | Adrianne W. Shapira | 3,276 | | Nick L. Stanage | 4,140 | | Daniel P. Tredwell | 4,140 |

  49. 2025 Director Compensation Table

    | (1) In connection with Ms. Finley’s service as Interim CFO, she received a grant of 20,000 time-based restricted stock units effective March 20, 2025. This award was granted under the Company’s 2023 Equity and Incentive Compensation Plan and vested one year from the date of grant. See “Compensation Discussion and Analysis – 2025 Long Term Incentive Awards” for more information. |

  50. 2025 Director Compensation Table

    | (2) Mr. Greene stepped down from the Board effective May 14, 2025, due to his retirement. As a result, his outstanding restricted stock units vested in full. |

  51. 2025 Director Compensation Table

    | 2026 Proxy Statement | I | 15 |

  52. 2025 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 | 1,238,735 | $— | 1,400,770 | | Equity compensation plans not approved by security holders(4) | 1,052,439 | $41.11 | — |

  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, 2025, 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

    | (4) Represents shares underlying the Inducement RSUs (152,439 shares) and Inducement Stock Options (900,000 shares) granted to Mr. Snyder as inducement awards outside of our equity compensation plans pursuant to Nasdaq Listing Rule 5635(c). Mr. Snyder’s Inducement RSUs and Inducement Stock Options were approved by the Board. See the narrative under “Summary of Key Compensation Decisions and Outcomes for 2025 – Long-Term Incentive Program” regarding the Inducement Awards for more information about their material terms. |

  62. Equity Compensation Plan Information

    | 24 | I | 2026 Proxy Statement |

  63. Thomas J. Snyder. Business experience provided under “Director and Director Nominees.”

    Thomas J. Snyder. Business experience provided under “Director and Director Nominees.” Paul A. Swart. Mr. Swart was appointed the Company’s Chief Financial Officer (“CFO”) in December 2025. Mr. Swart has more than 25 years of strategic leadership and accounting and financial oversight experience. From 2023 to 2025, Mr. Swart served in the roles of Senior Vice President of Finance and Chief Accounting Officer at RealTruck, a privately held manufacturer and online retailer of aftermarket truck parts and accessories. From 2003 to 2023, Mr. Swart spent 20 years at TriMas in roles of increasing responsibility, including Vice President of Business Planning, Controller, and Chief Accounting Officer. Earlier in his career, Mr. Swart was Manager of Assurance and Advisory Business Services at Ernst & Young LLP. 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. Thomas J. Snyder. Business experience provided under “Director and Director Nominees.”

    | 2026 Proxy Statement | I | 25 |

  65. Recent Executive Transitions

    Recent Executive Transitions In January 2025, we and Mr. Amato agreed to Mr. Amato’s transition from his current role. Mr. Amato remained with the Company through June 30, 2025, but remained President and CEO only through June 22, 2025. On June 23, 2025, Mr. Amato transitioned 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 was terminated without cause 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 CFO 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 continued to serve as a member of the Board, but stepped down as a member of the Board’s Audit Committee and Compensation Committee. On June 23, 2025, Mr. Snyder was appointed to the position of President and CEO of the Company, succeeding Mr. Amato. On December 15, 2025, Mr. Swart was appointed to the position of CFO of the Company, succeeding Ms. Finley. On March 9, 2026, Ms. Stress was terminated without cause from her employment with the Company, effective March 27, 2026. Your understanding of our executive compensation program is important to the Company. The goal of this CD&A is to explain:

  66. Recent Executive Transitions

    | • | The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant and management in the 2025 executive compensation process; |

  67. Recent Executive Transitions

    | • | How our NEOs’ 2025 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests. |

  68. Short-Term Incentive Program

    Short-Term Incentive Program

  69. Short-Term Incentive Program

    | • | For fiscal year 2025, the short-term incentive program (“STI”) for Mses. Robin and Stress and Mr. Amato 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%. |

  70. Short-Term Incentive Program

    | • | The target incentive award percentages for Mses. Robin and Stress and Mr. Amato remained unchanged from 2024. |

  71. Short-Term Incentive Program

    | • | Messrs. Snyder and Swart did not participate in our STI for 2025 due to joining the Company in June 2025 and December 2025, respectively. Instead, Messrs. Snyder and Swart received lump-sum cash bonuses of $400,000 and $112,000, respectively, for performance in 2025, which amounts were paid in early 2026, subject to certain voluntary termination or termination for cause repayment obligations. |

  72. Short-Term Incentive Program

    | • | As a result of Mr. Amato’s departure from the Company, his STI payout was pro-rated from the beginning of the year to June 30, 2025. As a result of Mr. Mell’s voluntary departure from the Company, he forfeited his 2025 STI eligibility on the date of his termination of employment. Due to Ms. Finley’s temporary appointment as Interim CFO, she was not eligible for the Company’s STI for 2025. |

  73. Short-Term Incentive Program

    | • | Based on Company 2025 performance, the 2025 STI payout was earned at 200% of target. |

  74. Long-Term Incentive Program

    Long-Term Incentive Program In 2025, the Committee granted performance stock units (“PSUs”) and service-based restricted stock units (“RSUs”) to the NEOs other than Mr. Snyder, Mr. Swart and Ms. Finley, who were not employees at the time of the annual long-term incentive (“LTI”) grant. The Committee approved a $400,000 annual LTI increase for Mr. Mell and a $50,000 annual LTI increase for Ms. Robin. Ms. Stress’ annual LTI award remained unchanged from 2024. Mr. Amato’s 2025 LTI award was determined under his Transition and Separation Agreement. For Mr. Amato, PSUs accounted for 60% and RSUs accounted for 40% of his total LTI target award value. For Mses. Robin and Stress and Mr. Mell, 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 2025, the Committee approved RSU and PSU awards to Mses. Robin and Stress and Messrs. Amato and Mell. 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 (Ms. Stress is expected to continue to vest in a pro-rata portion of these awards after her departure pursuant to their original terms); |

  76. Long-Term Incentive Program

    | 30 | I | 2026 Proxy Statement |

  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

    | • | For previously granted PSUs, the March 11, 2023 PSU award performance period was completed at the end of 2025. Based on performance results for the applicable EPS CAGR and Cash RONA metrics, threshold performance levels were not met and the PSUs were forfeited. |

  79. Long-Term Incentive Program

    In February 2025, the Committee approved a special grant of $250,000 in time-based restricted stock units to Mses. Robin and Stress to encourage the retention and continued focus of certain key officers during the CEO Transition. The awards generally vest in two equal installments on the first two anniversaries of the grant date of the award (Ms. Stress is expected to continue to vest in such award after her departure pursuant to its original terms). In March 2025, the Board approved a grant of $500,000 in time-based restricted stock units to Ms. Finley in connection with her appointment to Interim CFO. The award vested one year from the date of grant. In June 2025, the Board approved a one-time inducement grant under Nasdaq rules of $4.25 million in time-based restricted stock units (“Inducement RSUs”) and $6.0 million in time-based, premium-priced stock options (“Inducement Stock Options” and, together with the Inducement RSUs, the “Inducement Awards”) to Mr. Snyder in connection with his appointment as President and CEO. The Inducement RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award. The Inducement Stock Options consist of five tranches, with premium exercise prices of $30, $35, $40, $45, and $50 per share for each tranche, respectively and each tranche generally vests ratably over a five-year period from the date of grant. In December 2025, the Board approved a grant of $250,000 in time-based restricted stock units to Mr. Swart in connection with his appointment as CFO and such grant was made in January 2026. The award generally vests in two equal installments on the first two anniversaries of the grant date of the award.

  80. Overview of Key 2025 Program Elements

    | Principal 2025 Compensation Elements | | | | | | | Element | Description | Performance Consideration | Primary Objectives | | Fixed | Base Salary | Fixed compensation component payable in cash, reviewed annually and subject to adjustment | Based on level of responsibility, experience, knowledge and individual performance | Attract and retain | | Variable | Short-Term Incentive Program | Short-term incentive payable based on performance against annually established goals | Measured by Company performance, oriented toward short-term financial goals | Promote achievement of short-term financial goals aligned with shareholder interests | | Variable | Long-Term Incentive Program | Equity based awards consisting of RSUs, or a mix of RSUs and PSUs (or stock options and RSUs) | Creation of shareholder value and realization of medium and long-term financial and strategic goals | Create alignment with shareholder interests and promote achievement of longer-term financial and strategic objectives | | Fixed | Retirement and Welfare Benefits | Retirement plans, health care and insurance benefits | Indirect - executive must remain employed to be eligible for retirement and welfare benefits | Attract and retain | | Fixed | February Retention Cash Payments | One-time lump-sum cash payments made to Mses. Robin and Stress during CEO Transition | Indirect - based on level of responsibility and experience in support of CEO Transition | Encourage retention and continued focus of certain key officers during CEO Transition | | Variable | February Retention RSU Grants | One-time RSUs awards granted to Mses. Robin and Stress during CEO Transition | Indirect - based on level of responsibility and experience in support of CEO Transition | Encourage retention and continued focus of certain key officers during CEO Transition | | Fixed | Cash Bonuses | One-time lump-sum cash bonuses paid to Messrs. Snyder and Swart in connection with their appointments as President and CEO and CFO, respectively | Indirect - based on level of experience | Attract and retain | | Fixed | Discretionary Cash Payment | Discretionary cash payment made to Ms. Finley for serving as Interim CFO | Direct - based on individual performance as Interim CFO | Attract and retain, and promote achievement of short-term Company goals |

  81. Independent Compensation Committee Consultant

    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 2025, 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.

  82. 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 2025 peer group. Due to mergers and acquisitions activity, and a review of comparable industry profiles, the Committee removed Kaman Corporation and Chart Industries, Inc.; and Columbus McKinnon Corporation, Mercury Systems, Inc. and Shyft Group, Inc. were added due to their business characteristics and peer group similarities. The peer group’s 12 month revenue (June 2023 to June 2024) generally ranged from 65% to 390% of the Company’s 12 month revenue (June 2023 to June 2024). The Company believes these changes more closely align the composition of the peer group to provide an appropriate point of comparison for pay decisions, as this group includes a more similar set of companies with which TriMas competes for customers, market share and talent. The following table identifies the 16 companies in our peer group for 2025:

  83. 2025 Peer Group

    2025 Peer Group

  84. 2025 Peer Group

    | Albany International Corp. | ESCO Technologies Inc. | | AptarGroup, Inc. | Helios Technologies, Inc. | | Astronics Corporation | Mercury Systems, Inc. | | Barnes Group Inc. | Myers Industries, Inc. | | Columbus McKinnon Corporation | Shyft Group, Inc. | | Ducommun Incorporated | Standex International Corporation | | Enerpac Tool Group Corp. | Triumph Group, Inc. | | Enpro Inc. | Woodward, Inc. |

  85. Analysis of Key 2025 Compensation Components and Decisions

    Analysis of Key 2025 Compensation Components and Decisions The Committee made compensation decisions for 2025 using peer group data from peer company proxy statements and survey data. The Committee referenced the Willis Towers Watson 2024 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 2025, the Committee reviewed Mses. Robin and Stress’ and Mr. Mell’s base salaries, STI opportunities and LTI opportunities against the comparative pay data. For this analysis, we generally consider compensation to be

  86. 2025 Short-Term Incentive Compensation Program

    2025 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 participating NEOs had a target STI opportunity for the year that was expressed as a percentage of base salary. Target incentive award percentages for Mses. Robin and Stress and Messrs. Amato and Mell remained unchanged from 2024. Target awards for 2025 are shown in the following chart:

  87. 2025 Short-Term Incentive Compensation Program

    | NEO | Target STI Amount | Target Award as Percent of Salary | | Mr. Snyder(1) | $— | —% | | Mr. Swart(2) | $— | —% | | Ms. Robin | $252,000 | 60.0% | | Ms. Stress | $203,500 | 55.0% | | Mr. Amato | $787,500 | 100.0% | | Mr. Mell(3) | $341,131 | 70.0% | | Ms. Finley(4) | $— | —% |

  88. 2025 Short-Term Incentive Compensation Program

    | (1) Mr. Snyder did not have a 2025 STI target opportunity due to his appointment as an officer of the Company in June 2025. |

  89. 2025 Short-Term Incentive Compensation Program

    | (2) Mr. Swart did not have a 2025 STI target opportunity due to his appointment as an officer of the Company in December 2025. |

  90. 2025 Short-Term Incentive Compensation Program

    | (3) Mr. Mell departed from the Company on March 20, 2025. He received no compensation under the Company’s 2025 STI. |

  91. 2025 Short-Term Incentive Compensation Program

    | (4) Ms. Finley did not have a 2025 STI target opportunity due to her appointment as Interim CFO. |

  92. 2025 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%.

  93. 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.

  94. Performance Measures

    | 2026 Proxy Statement | I | 37 |

  95. Performance Measures

    2025 STI Performance Measures. The following underlying performance metrics were selected for the participating NEOs’ 2025 STI awards as indicated below:

  96. Performance Measures

    | • | Operating Profit - 70%. This measure rewards performance based on 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 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 |

  97. 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. |

  98. Performance Measures

    For 2025, the specific underlying performance goals and actual achievements were as follows: (dollars in millions):

  99. Performance Measures

    | Metric | | Threshold(1) | Target(1) | Maximum(1) | Actual 2025 Results(2) | Weighting | Payout % | | Operating Profit | Performance Goal | $74.7 | $90.6 | $104.2 | $106.7 | 70% | 140% | | | Payout as % of Target | 25% | 100% | 200% | 200% | | | | Cash Flow | Performance Goal | $42.0 | $50.9 | $58.5 | $86.8 | 30% | 60% | | | Payout as % of Target | 25% | 100% | 200% | 200% | | | | | | | | | | Total | 200% |

  100. 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 Specialty Products. |

  101. Performance Measures

    | (2) Actual 2025 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. |

  102. Performance Measures

    Award Determination and Payouts. In February 2026, 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 2025 performance:

  103. 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. Snyder(1) | —% | $— | —% | $— | | Mr. Swart(2) | —% | $— | —% | $— | | Ms. Robin | 60.0% | $252,000 | 200.0% | $504,000 | | Ms. Stress | 55.0% | $203,500 | 200.0% | $407,000 | | Mr. Amato(3) | 100.0% | $787,500 | 200.0% | $781,027 | | Mr. Mell(4) | 70.0% | $341,131 | —% | $— | | Ms. Finley(5) | —% | $— | —% | $— |

  104. Performance Measures

    | (1) Mr. Snyder did not have a 2025 STI target opportunity due to his appointment as an officer of the Company in June 2025. |

  105. Performance Measures

    | (2) Mr. Swart did not have a 2025 STI target opportunity due to his appointment as an officer of the Company in December 2025. |

  106. Performance Measures

    | (3) Mr. Amato left the Company effective June 30, 2025, which resulted in a prorated award from the original target. |

  107. Performance Measures

    | (4) Mr. Mell left the Company on March 20, 2025. He received no compensation under the Company’s 2025 STI. |

  108. Performance Measures

    | (5) Ms. Finley did not have a 2025 STI target opportunity due to her appointment as Interim CFO. |

  109. Performance Measures

    | 38 | I | 2026 Proxy Statement |

  110. Lump-Sum Cash Bonuses

    Lump-Sum Cash Bonuses In June 2025, the Board approved a lump-sum cash bonus of $400,000 to be paid to Mr. Snyder in early 2026 in connection with his appointment as President and CEO. In December 2025, the Board approved a lump-sum cash bonus of $112,000 to be paid to Mr. Swart in early 2026 in connection with his appointment as CFO. Both lump-sum cash bonuses were to cover any short-term incentive plan (at 100% of target) that Mr. Snyder and Mr. Swart forfeited by leaving their prior employers.

  111. 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.

  112. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards Under the 2025 Long-Term Incentive Award Program (“2025 LTI”), equity awards were granted to our NEOs in order to promote the achievement of the Company’s strategic goals. The Committee granted PSUs and RSUs to Mses. Robin and Stress and Messrs. Amato and Mell, to be settled in shares, with PSUs accounting for 60% and RSUs accounting for 40% of the overall 2025 LTI target award value for Mr. Amato and PSUs accounting for 50% and RSUs accounting for 50% of the overall 2025 LTI target award value for Mses. Robin and Stress and Mr. Mell. Additionally, the Committee granted special retention RSUs to Mses. Robin and Stress, inducement RSUs and inducement stock options to Mr. Snyder, and RSUs to Ms. Finley in connection with her appointment as Interim CFO. Each year the Committee reviews the competitiveness of executive compensation as well as the form of various components of compensation. In determining the total value of the 2025 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 increased Ms. Robin’s annual LTI award by $50,000 to align closer to market median. Mr. Mell’s annual LTI award was increased by $400,000 in order to further motivate and retain him in his position. The Committee increased his total direct compensation because of retention concerns and based on a market analysis completed by Meridian in February 2025, but chose to provide the entire increase in the form of LTI rather than a special cash bonus or special retention grant to better align with our variable pay and pay for performance philosophy over the long-term. Despite the Committee’s action to address such retention concerns, Mr. Mell voluntarily departed from the Company in March 2025. The Committee determined no adjustments to the target levels were necessary for Ms. Stress. Mr. Amato’s 2025 LTI award was determined under his Transition and Separation Agreement. The approved target 2025 LTI grants for our NEOs are as follows:

  113. 2025 Long-Term Incentive Awards

    | 2026 Proxy Statement | I | 39 |

  114. 2025 Long-Term Incentive Awards

    | Name | Stock Options ($ Value)(1) | RSUs ($ Value)(2) | 2025-2027 Cycle PSUs ($ Value)(2)(3) | | Mr. Snyder | $6,707,644 | $4,249,999 | $— | | Mr. Swart | $— | $— | $— | | Ms. Robin | $— | $462,475 | $212,496 | | Ms. Stress | $— | $417,459 | $167,480 | | Mr. Amato | $— | $599,983 | $899,998 | | Mr. Mell(4) | $— | $549,992 | $549,992 | | Ms. Finley(5) | $— | $500,000 | $— |

  115. 2025 Long-Term Incentive Awards

    | (1) The dollar value listed in this chart for the stock options is based on the Black-Scholes value of $10.12, $8.70, $7.52, $6.54 and $5.71 per share for each tranche. The grant date fair value may differ from the approved target value due to ASC 718 compensation expense considerations. |

  116. 2025 Long-Term Incentive Awards

    | (2) The dollar values listed in this chart for the RSUs and PSUs were converted into a whole number of units based on the Company’s closing stock price on the grant date. |

  117. 2025 Long-Term Incentive Awards

    | (3) Grant date fair value may differ from the approved target value for PSUs due to ASC 718 compensation expense considerations. |

  118. 2025 Long-Term Incentive Awards

    | (4) 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. |

  119. 2025 Long-Term Incentive Awards

    | (5) Separately, on March 14, 2025, Ms. Finley also received a grant of service-based RSUs provided to her as part of her non-employee director compensation, which grant occurred prior to her service as Interim CFO. Such grant is separately reported in the Director Compensation portion of this proxy statement. |

  120. 2025 Annual and Inducement RSU Grants

    2025 Annual and Inducement RSU Grants The 2025 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. Ms. Stress is expected to vest in a pro-rata portion of this award after her departure pursuant to its terms.

  121. 2025 PSU Grants (2025 - 2027 Performance Period)

    2025 PSU Grants (2025 - 2027 Performance Period) The 2025 PSU awards are designed to be earned based on the achievement of specific performance measures over a period of three calendar years. For the 2025-2027 cycle that began on January 1, 2025, and ends on December 31, 2027, 50% of the PSU award is earned based on Cash RONA performance during the 2027 fiscal year, and 50% is earned based on EPS CAGR performance, during the applicable performance period. The total Cash RONA PSUs and EPS CAGR PSUs earned shall be subject to modification based on RTSR performance. The Committee approved Cash RONA as a performance measure, which measure is the net adjusted operating profit after income taxes (“NOPAT”) plus acquisition-related amortization expense, divided by average net assets employed (net working capital plus property and equipment plus goodwill and other intangible assets). The Company uses its long-term expected effective tax rate of 23% in the calculation of NOPAT for all periods to eliminate potential volatility in year-to-year results from tax planning strategies which may impact the measurement of operating returns. The calculation of achieved Cash RONA is to exclude the impact of any acquisition that closes during the Performance Period. The Committee also approved EPS CAGR as a performance measure, which measure is the cumulative average growth rate of the diluted earnings per share from continuing operations as reported in the Company’s income statement within the applicable Form 10-Q and Form 10-K, plus or minus Special Items that may occur from time to time that the Committee believes should adjust the as-reported results for measurement of performance. The Committee approved RTSR as a performance modifier and the use of the S&P SmallCap 600 Industrials Index as the peer group for the performance measurement comparison. The tables below detail the threshold, target and maximum performance target and opportunity for each metric. If, upon the conclusion of the performance period, Cash RONA or EPS CAGR falls between performance levels, straight-line mathematical interpolation is used to determine the initial percentage earned (but no portion of the award is earned for performance below the threshold level of Cash RONA).

  122. 2025 PSU Grants (2025 - 2027 Performance Period)

    | 40 | I | 2026 Proxy Statement |

  123. 2025 PSU Grants (2025 - 2027 Performance Period)

    | 2027 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% |

  124. 2025 PSU Grants (2025 - 2027 Performance Period)

    | 2026 Proxy Statement | I | 41 |

  125. 2025 PSU Grants (2025 - 2027 Performance Period)

    | 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% |

  126. 2025 PSU Grants (2025 - 2027 Performance Period)

    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%.

  127. 2025 PSU Grants (2025 - 2027 Performance Period)

    | 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% |

  128. 2025 PSU Grants (2025 - 2027 Performance Period)

    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 2025-2027 performance period would be paid in 2028. 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. Ms. Stress is expected to continue to vest in a pro-rata portion of this award after her departure pursuant to its terms.

  129. 2025 Inducement Stock Option Grant

    2025 Inducement Stock Option Grant As an inducement to join the Company, Mr. Snyder was granted premium-priced stock options in connection with his appointment as President and CEO. The stock options consist of five tranches, with premium exercise prices of $30, $35, $40, $45, and $50 per share for each tranche, respectively and each tranche generally vests ratably over a five-year period from the date of grant (June 24, 2025). The Company estimated the grant-date fair value of the awards using the Black-Scholes option pricing model using the following weighted-average assumptions: risk-free interest rate of 4.0525%, expected volatility of 33.019%, and an expected term of six and a half years. The options generally have a ten-year term, subject to earlier termination.

  130. 2023 PSU Grant (2023 - 2025 Performance Period) - Results

    2023 PSU Grant (2023 - 2025 Performance Period) - Results The following information is provided to describe the performance goals for the 2023 PSU awards, granted March 11, 2023, the actual results relative to such performance goals and how the Company calculated the payout amount for each 2023 PSU award. The 2023-2025 cycle PSU awards provided to the participating NEOs in 2023 consisted of performance-based opportunities, of which 50% of the PSU award is earned based on Cash RONA performance during the 2025 fiscal year, and 50% is earned based on EPS CAGR performance, in each case for a performance period beginning January 1, 2023 to December 31, 2025. The total Cash RONA PSUs and EPS CAGR PSUs earned shall be subject to modification based on RTSR performance. Overall achievement could vary from 0% to 250% 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 Cash RONA and EPS CAGR performance levels, achieved results, and resulting percentage of target award achieved for the 2023 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.

  131. 2023 PSU Grant (2023 - 2025 Performance Period) - Results

    | 2025 Fiscal Year Cash RONA | Cash RONA PSUs Earned (50% of target) | | 10.5% | 40.0% | | 11.0% | 60.0% | | 11.5% | 80.0% | | 12.0% | 100.0% | | 12.5% | 133.3% | | 13.0% | 166.7% | | 13.5% | 200.0% |

  132. 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% | 90.0% | | 7.5% (Target) | 100.0% | | 8.5% | 128.6% | | 9.5% | 157.1% | | 10.5% | 185.7% | | 11.0% or more (Maximum) | 200.0% |

  133. Actual Achievement and Payout

    Actual Achievement and Payout

  134. Actual Achievement and Payout

    | | Results Achieved | Attainment | Weighting | % of Target Achieved | | Cash RONA | 9.9% | 0% | 50% | 0% | | EPS CAGR | -3.59% | 0% | 50% | 0% | | Total Payout | | | | 0% |

  135. Actual Achievement and Payout

    The 2023 PSUs for participating NEOs were not earned as EPS CAGR and Cash RONA did not meet threshold performance levels and were forfeited. Final RTSR performance was not determined due to EPS CAGR and Cash RONA not meeting threshold performance levels.

  136. Change in Control and Severance-Based Compensation

    Change in Control and Severance-Based Compensation

  137. Executive Severance/Change in Control Policy

    Executive Severance/Change in Control Policy Mses. Robin and Stress, 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. Ms. Stress is expected to receive compensation and benefits

  138. Executive Severance/Change in Control Policy

    | 44 | I | 2026 Proxy Statement |

  139. Executive Severance/Change in Control Policy

    under the Executive Severance Policy in connection with her departure pursuant to its terms. The following is a description of the Executive Severance Policy in effect at the end of 2025. 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.

  140. Executive Severance Agreements

    Executive Severance Agreements Upon appointment as President and CEO and CFO, Messrs. Snyder and Swart, respectively, entered into severance agreements with the Company (“Executive Severance Agreements”). For more information about the operation of the Executive Severance Agreements, please see the “Post-Employment Compensation” section below. In general, the Executive Severance Agreements provide that the Company will make severance payments to Messrs. Snyder and Swart if their employment is terminated under certain qualifying circumstances, including termination without cause or for good reason both before and after a change in control of the Company. The Executive Severance Agreements do not provide for any excise tax gross-ups; however, they provide 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 Agreements provide important financial protection to Messrs. Snyder and Swart in exchange for non-compete and non-solicit covenants for the duration of their employment and a period following termination, and a requirement that an executed release of claims in favor of the Company be provided in order to receive any benefits under the Executive Severance Agreements. The Committee believes that offering these agreements 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.

  141. Executive Severance Agreements

    | 2026 Proxy Statement | I | 45 |

  142. 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. |

  143. Policies and Practices Regarding Equity Awards

    Policies and Practices Regarding Equity Awards Under the Company’s policies and practices, in general, the Company does not grant equity awards when in possession of material non-public information. While the Company does not have predetermined, fixed dates upon which grants must be made, in general, our LTI awards will be granted at approximately the same time each year (in March) following our release of full-year financial results. These grants are generally approved at regularly scheduled Committee meetings or via unanimous written consent executed by the Committee. Such Committee meetings are generally scheduled in advance. When equity grants are approved outside of our regular annual cycle (for example, in connection with a new hire, promotion or retention incentive), grants are generally made on or as soon as practicable following the date of hire. Stock options are granted only with an exercise price equal to or greater than the closing price of the Company’s Common Stock on the date of grant. As a general matter, the Committee does not take material non-public information into account when determining the timing and terms of stock option awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, no stock options were granted to any NEO within a period beginning four business days prior to and ending one business day following the filing of a Form 10-Q, 10-K, or 8-K that disclosed material nonpublic information. In connection with the CEO Transition, and under the terms of the Transition and Separation Agreement, Mr. Amato received certain 2025 compensation and benefits in connection with the CEO Transition. For more information about such compensation and benefits, see the narrative following the “Potential Payments Upon Termination or Change in Control as of December 31, 2025” section below.

  144. Policies and Practices Regarding Equity Awards

    | 48 | I | 2026 Proxy Statement |

  145. Policies and Practices Regarding Equity Awards

    The Compensation Committee of the Board of TriMas Corporation has reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, it has recommended to the Board that the Compensation Discussion and Analysis be included in the 2026 Proxy Statement and in the Annual Report on Form 10-K of TriMas Corporation filed for the fiscal year ended December 31, 2025. The undersigned members of the Compensation Committee have submitted this report to the Board.

  146. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the total compensation paid to or earned by the NEOs in 2025, 2024 and 2023, as applicable:

  147. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3)(4)(5)(6) | Option Awards($)(7) | Non-Equity Incentive Plan Compensation ($)(8) | All Other Compensation ($)(9) | Total ($) | | Thomas J. Snyder, President and CEO(10) | 2025 | 415,385 | 400,000 | 4,249,999 | 6,707,644 | — | 355,836 | 12,128,864 | | Paul A. Swart, CFO(11) | 2025 | 17,308 | 112,000 | — | — | — | — | 129,308 | | Jodi F. Robin, General Counsel and Secretary | 2025 | 414,923 | 150,000 | 697,056 | — | 504,000 | 15,560 | 1,781,539 | | | 2024 | 388,750 | — | 383,002 | — | — | 20,829 | 792,581 | | | 2023 | 342,863 | — | 338,561 | — | — | 37,857 | 719,281 | | Jill S. Stress, Former CHRO | 2025 | 366,192 | 150,000 | 602,346 | — | 407,000 | 13,732 | 1,539,270 | | | 2024 | 342,500 | — | 342,131 | — | — | 19,094 | 703,725 | | | 2023 | 295,130 | — | 338,561 | — | — | 36,067 | 669,758 | | Thomas A. Amato, Former President and CEO | 2025 | 387,692 | — | 1,593,521 | — | 781,027 | 1,620,583 | 4,382,823 | | | 2024 | 778,125 | — | 3,179,435 | — | — | 29,180 | 3,986,740 | | | 2023 | 741,250 | — | 3,251,875 | — | — | 27,797 | 4,020,922 | | Scott A. Mell, Former CFO | 2025 | 110,586 | — | 1,157,147 | — | — | 10,699 | 1,278,432 | | | 2024 | 476,635 | — | 714,940 | — | — | 24,124 | 1,215,699 | | | 2023 | 440,273 | — | 598,421 | — | — | 39,459 | 1,078,153 | | Teresa M. Finley, Former Interim CFO(12) | 2025 | 443,077 | 125,000 | 500,000 | — | — | 12,981 | 1,081,058 |

  148. 2025 Summary Compensation Table

    | (1) Mr. Snyder received a lump-sum cash bonus of $400,000 in connection with his appointment to President and CEO. Mr. Swart received a lump-sum cash bonus of $112,000 in connection with his appointment to CFO. Both lump-sum cash bonuses were to cover any short-term incentive plan (at 100% target) that Mr. Snyder and Mr. Swart forfeited by leaving their prior employers. Mses. Robin and Stress each received a lump-sum cash retention payment of $150,000 to encourage their retention and continued focus during the CEO Transition. Ms. Finley received a discretionary cash payment of $125,000 based on the Board’s holistic assessment of her performance as Interim CFO through the end of her service in that role. |

  149. 2025 Summary Compensation Table

    | (2) All awards in this column relate to RSUs (and PSUs) granted for officer service under the 2017 Equity and Incentive Compensation Plan and 2023 Equity and Incentive Compensation Plan, with the exception of Mr. Snyder’s inducement RSU award, 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. |

  150. 2025 Summary Compensation Table

    | (3) On February 12, 2025, Mses. Robin and Stress each received a special grant of time-based RSUs to encourage their retention and continued focus during the CEO Transition. The awards generally vest in two equal installments on the first two anniversaries of the grant date of the award. |

  151. 2025 Summary Compensation Table

    | (4) On March 14, 2025, each NEO other than Messrs. Snyder and Swart and Ms. Finley received time-based RSUs that generally vest ratably over a three-year period. In addition, each NEO other than Messrs. Snyder and Swart and Ms. Finley 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 2025 were $586,453 for Ms. Robin, $462,218 for Ms. Stress, $2,483,846 for Mr. Amato and $1,517,887 for Mr. Mell. 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. |

  152. 2025 Summary Compensation Table

    | (5) Separately, on March 14, 2025, Ms. Finley also received a grant of service-based RSUs provided to her as part of her non-employee director compensation, which grant occurred prior to her service as Interim CFO. The award vested one year from the date of grant. Such grant is separately reported in the Director Compensation portion of this proxy statement, and not included here. Additionally, on March 20, 2025, Ms. Finley received time-based RSUs in connection with her appointment to Interim CFO. The award vested one year from the date of grant. |

  153. 2025 Summary Compensation Table

    | 50 | I | 2026 Proxy Statement |

  154. 2025 Summary Compensation Table

    | (6) On June 24, 2025, Mr. Snyder received time-based RSUs in connection with his appointment as President and CEO. The award generally vests ratably over a three-year period. |

  155. 2025 Summary Compensation Table

    | (7) On June 24, 2025, Mr. Snyder received premium-priced stock options in connection with his appointment as President and CEO. The stock options consist of five tranches, with premium exercise prices of $30, $35, $40, $45, and $50 per share for each tranche, respectively and each tranche generally vests ratably over a five-year period from the date of grant. The grant date fair value of the options is based on the Black-Scholes model stock prices. Assumptions used in the calculation of this amount for 2025 are included in the “2025 Inducement Stock Option Grant” section of the Compensation Discussion and Analysis. |

  156. 2025 Summary Compensation Table

    | (8) STI payments are made in the year subsequent to which they were earned. Amounts earned under the 2025 STI were determined and certified by the Committee on February 19, 2026, and paid in cash. For additional information about STI awards, please refer to the “Grants of Plan-Based Awards in 2025” table. |

  157. 2025 Summary Compensation Table

    | (9) For 2025, includes (as applicable) perquisites and Company contributions to retirement and 401(k) plans, cash severance amounts, value of health care benefits, payments of unused vacation days, and reimbursement of legal fees. Specifically, in 2025, Mr. Snyder received perquisites for relocation totaling $300,000, commuting expenses totaling $12,336 and reimbursement of legal fees totaling $28,500, and Mr. Mell received $7,205 for earned but unused vacation days. Company contributions during 2025 into the retirement and 401(k) plans were $15,000 for Mr. Snyder, $15,560 for Ms. Robin, $13,732 for Ms. Stress, $4,543 for Mr. Amato, $3,494 for Mr. Mell and $12,981 for Ms. Finley. See “Compensation Components - Benefits and Retirement Programs.” For more information about the value of the compensation and benefits received by Mr. Amato ($1,616,040) in connection with the CEO Transition, see “Post-Employment Compensation” below. |

  158. 2025 Summary Compensation Table

    | (10) Mr. Snyder was not named executive officer prior to 2025, so no compensation information is reported for him in this table for 2024 or 2023. |

  159. 2025 Summary Compensation Table

    | (11) Mr. Swart was not named executive officer prior to 2025, so no compensation information is reported for him in this table for 2024 or 2023. |

  160. 2025 Summary Compensation Table

    | (12) Ms. Finley was not named executive officer prior to 2025, so no compensation information is reported for him in this table for 2024 or 2023. |

  161. 2025 Summary Compensation Table

    | 2026 Proxy Statement | I | 51 |

  162. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information about the plan-based awards granted to the NEOs in 2025:

  163. Grants of Plan-Based Awards in 2025

    | | | | | 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thomas J. Snyder | Stock Options(1) | 6/24/2025 | 6/3/2025 | — | — | — | — | — | — | — | 100,000 | 30.00 | 1,012,274 | | | Stock Options(1) | 6/24/2025 | 6/3/2025 | — | — | — | — | — | — | — | 200,000 | 35.00 | 1,740,794 | | | Stock Options(1) | 6/24/2025 | 6/3/2025 | — | — | — | — | — | — | — | 200,000 | 40.00 | 1,504,934 | | | Stock Options(1) | 6/24/2025 | 6/3/2025 | — | — | — | — | — | — | — | 200,000 | 45.00 | 1,307,743 | | | Stock Options(1) | 6/24/2025 | 6/3/2025 | — | — | — | — | — | — | — | 200,000 | 50.00 | 1,141,899 | | | Restricted Stock Units(2) | 6/24/2025 | 6/3/2025 | — | — | — | — | — | — | 152,439 | — | — | 4,249,999 | | Paul A. Swart | | | | — | — | — | — | — | — | — | — | — | — | | Jodi F. Robin | STI(3) | | | 18,900 | 252,000 | 504,000 | — | — | — | — | — | — | — | | | Restricted Stock Units(4) | 2/12/2025 | 2/11/2025 | — | — | — | — | — | — | 10,521 | — | — | 249,979 | | | Restricted Stock Units(5) | 3/14/2025 | 3/14/2025 | — | — | — | — | — | — | 8,799 | — | — | 212,496 | | | Performance Stock Units(6) | 3/14/2025 | 3/14/2025 | — | — | — | — | 8,799 | 21,998 | — | — | — | 234,581 | | Jill S. Stress | STI(3) | | | 15,263 | 203,500 | 407,000 | — | — | — | — | — | — | — | | | Restricted Stock Units(4) | 2/12/2025 | 2/11/2025 | | | | — | — | — | 10,521 | — | — | 249,979 | | | Restricted Stock Units(5) | 3/14/2025 | 3/14/2025 | — | — | — | — | — | — | 6,935 | — | — | 167,480 | | | Performance Stock Units(6) | 3/14/2025 | 3/14/2025 | — | — | — | — | 6,935 | 17,338 | — | — | — | 184,887 | | Thomas A. Amato | STI(3) | | | 59,063 | 787,500 | 1,575,000 | — | — | — | — | — | — | — | | | Restricted Stock Units(5) | 3/14/2025 | 3/14/2025 | — | — | — | — | — | — | 24,844 | — | — | 599,983 | | | Performance Stock Units(6) | 3/14/2025 | 3/14/2025 | — | — | — | — | 37,267 | 93,168 | — | — | — | 993,538 | | Scott A. Mell(7) | STI(3) | | | 25,585 | 341,131 | 682,262 | — | — | — | — | — | — | — | | | Restricted Stock Units(5) | 3/14/2025 | 3/14/2025 | — | — | — | — | — | — | 22,774 | — | — | 549,992 | | | Performance Stock Units(6) | 3/14/2025 | 3/14/2025 | — | — | — | — | 22,774 | 56,935 | — | — | — | 607,155 | | Teresa M. Finley | Restricted Stock Units(8) | 3/20/2025 | 3/19/2025 | — | — | — | — | — | — | 20,000 | — | — | 500,000 |

  164. Grants of Plan-Based Awards in 2025

    | (1) On June 24, 2025, Mr. Snyder received premium-priced stock options in connection with his appointment as President and CEO. The stock options consist of five tranches, with premium exercise prices of $30, $35, $40, $45, and $50 per share for each tranche, respectively and each tranche generally vests ratably over a five-year period from the date of grant. The grant date fair value of the options is based on the Black-Scholes model stock prices of $10.12, $8.70, $7.52, $6.54 and $5.71. Assumptions used in the calculation of this amount for 2025 are included in the “2025 Inducement Stock Option Grant” section of the Compensation Discussion and Analysis. |

  165. Grants of Plan-Based Awards in 2025

    | (2) On June 24, 2025, Mr. Snyder received time-based RSUs in connection with his appointment as President and CEO. The award generally vests ratably over a three-year period. |

  166. Grants of Plan-Based Awards in 2025

    | (3) 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 other than Messrs. Snyder and Swart and Ms. Finley with respect to 2025. 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 2025 of the participating NEOs’ STI awards is disclosed in the 2025 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. |

  167. Grants of Plan-Based Awards in 2025

    | (4) On February 12, 2025, Mses. Robin and Stress each received a special grant of time-based RSUs to encourage their retention and continued focus during the CEO Transition. The awards generally vest in two equal installments on the first two anniversaries of the grant date of the award. |

  168. Grants of Plan-Based Awards in 2025

    | 52 | I | 2026 Proxy Statement |

  169. Grants of Plan-Based Awards in 2025

    | (5) On March 14, 2025, each NEO other than Messrs. Snyder and Swart and Ms. Finley 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. |

  170. Grants of Plan-Based Awards in 2025

    | (6) On March 14, 2025, each NEO other than Messrs. Snyder and Swart and Ms. Finley received PSUs under the 2023 Equity and Incentive Compensation Plan, which awards generally cliff vest after a three-year performance period (2025-2027 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. |

  171. Grants of Plan-Based Awards in 2025

    | (7) As discussed in our CD&A, Mr. Mell resigned from the Company effective March 20, 2025. As a result, much of the compensation in the above table was not delivered or was forfeited upon his resignation. |

  172. Grants of Plan-Based Awards in 2025

    | (8) On March 20, 2025, Ms. Finley received time-based RSUs in connection with her appointment to Interim CFO. The award vested one year from the date of grant. Separately, on March 14, 2025, Ms Finley also received a grant of service-based RSUs provided to her as part of her non-employee director compensation, which grant (fair value of $99,981) occurred prior to her service as Interim CFO. The award vested one year from the date of grant. Such grant is separately reported in the Director Compensation portion of the proxy statement, and not included here. |

  173. Grants of Plan-Based Awards in 2025

    For a detailed description of the programs underlying the awards detailed in the Grants of Plan-Based Awards in 2025 table, please refer to the “Analysis of Key 2025 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.

  174. Grants of Plan-Based Awards in 2025

    | 2026 Proxy Statement | I | 53 |

  175. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the outstanding equity awards held by the NEOs as of December 31, 2025:

  176. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested $(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested $(4) | | Thomas J. Snyder | 6/24/2025(1) | — | 100,000 | 30.00 | 6/24/2035 | — | — | — | — | | | 6/24/2025(1) | — | 200,000 | 35.00 | 6/24/2035 | — | — | — | — | | | 6/24/2025(1) | — | 200,000 | 40.00 | 6/24/2035 | — | — | — | — | | | 6/24/2025(1) | — | 200,000 | 45.00 | 6/24/2035 | — | — | — | — | | | 6/24/2025(1) | — | 200,000 | 50.00 | 6/24/2035 | — | — | — | — | | | 6/24/2025(2) | — | — | — | — | 152,439 | 5,403,963 | — | — | | Paul A. Swart | | — | — | — | — | — | — | — | — | | Jodi F. Robin | 3/11/2023(5) | — | — | — | — | 2,585 | 91,638 | — | — | | | 3/14/2024(6) | — | — | — | — | 5,086 | 180,299 | 7,628 | 270,413 | | | 2/12/2025(7) | — | — | — | — | 10,521 | 372,969 | — | — | | | 3/14/2025(8) | — | — | — | — | 8,799 | 311,925 | 8,799 | 311,925 | | Jill S. Stress | 3/11/2023(5) | — | — | — | — | 2,585 | 91,638 | — | — | | | 3/14/2024(6) | — | — | — | — | 4,543 | 161,049 | 6,814 | 241,556 | | | 2/12/2025(7) | — | — | — | — | 10,521 | 372,969 | — | — | | | 3/14/2025(8) | — | — | — | — | 6,935 | 245,846 | 6,935 | 245,846 | | Thomas A. Amato | 3/11/2023(5) | — | — | — | — | 14,243 | 504,914 | — | — | | | 3/14/2024(6) | — | — | — | — | 32,514 | 1,152,621 | 75,671 | 2,682,537 | | | 3/14/2025(8) | — | — | — | — | 24,019 | 851,474 | 37,267 | 1,321,115 | | Scott A. Mell(11) | | — | — | — | — | — | — | — | — | | Teresa M. Finley | 3/14/2025(9) | — | — | — | — | 4,140 | 146,763 | — | — | | | 3/20/2025(10) | — | — | — | — | 20,000 | 709,000 | — | — |

  177. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Stock options were granted to Mr. Snyder in connection with his employment as a one-time inducement award under Nasdaq rules and generally vest ratably over a five-year period. |

  178. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) RSUs were granted to Mr. Snyder in connection with his employment as a one-time inducement award under Nasdaq rules and generally vest ratably on each of the first three anniversaries of the grant date. |

  179. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) 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 except Mr. Snyder’s RSU award that was granted as a one-time inducement award under Nasdaq rules. |

  180. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) The market value is based on the closing stock price as of December 31, 2025 ($35.45) multiplied by the applicable number of units outstanding. |

  181. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 54 | I | 2026 Proxy Statement |

  182. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) 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. The Committee approved the performance attainment of 0% in February 2026, 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. |

  183. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Each participating NEO received an RSU and PSU (2024-2026 Cycle) award as part of the Company’s 2024 LTI awards. The PSUs generally cliff vest after a 36-month performance period (2024-2026 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 target levels for these PSUs. The RSUs generally vest ratably on each of the first three anniversaries of the grant date. |

  184. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) On February 12, 2025, Mses. Robin and Stress received a special grant of time-based RSUs to encourage the retention and continued focus of certain key officers during the CEO Transition. The awards generally vest in two equal installments on the first two anniversaries of the grant date of the award. |

  185. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) On March 14, 2025, each NEO received an RSU and PSU (2025-2027 Cycle) award as part of the Company’s 2025 LTI awards. For purposes of this disclosure, performance is reflected at target levels for these PSUs. See the “Grants of Plan-Based Awards in 2025” table for details on the grants, including vesting terms. |

  186. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) On March 14, 2025, Ms. Finley received a grant of service-based RSUs provided to her as part of her non-employee director compensation, which grant occurred prior to her service as Interim CFO. The award vested one year from the date of grant. The grant date fair value of such grant is separately reported in the Director Compensation portion of this proxy statement. |

  187. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) On March 20, 2025, Ms. Finley received time-based RSUs in connection with her appointment to Interim CFO. The award vested one year from the date of grant. |

  188. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (11) As discussed in our CD&A, Mr. Mell resigned from the Company effective March 20, 2025. As a result, all of his outstanding awards were forfeited upon his resignation. |

  189. Outstanding Equity Awards at 2025 Fiscal Year-End

    Ms. Stress is expected to continue to vest in the retention award described in footnote seven and will continue to vest in her outstanding PSUs and other RSUs on a pro-rata basis after her departure pursuant to such awards’ original terms.

  190. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information on stock options and RSUs that vested or were exercised, as applicable, in 2025 for our NEOs:

  191. Option Exercises and Stock Vested in 2025

    | | 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 J. Snyder | — | — | — | — | | Paul A. Swart | — | — | — | — | | Jodi F. Robin | — | — | 5,932 | 142,682 | | Jill S. Stress | — | — | 5,527 | 132,924 | | Thomas A. Amato | — | — | 46,364 | 1,114,713 | | Scott A. Mell | — | — | 11,002 | 264,635 | | Teresa M. Finley | — | — | 4,068 | 98,242 |

  192. Option Exercises and Stock Vested in 2025

    | (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). |

  193. Option Exercises and Stock Vested in 2025

    | 2026 Proxy Statement | I | 55 |

  194. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The following table summarizes the activity in nonqualified deferred compensation for the NEOs in 2025:

  195. 2025 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 J. Snyder | — | 1,875 | 2 | — | 1,877 | | Paul A. Swart | — | — | — | — | — | | Jodi F. Robin | — | 2,435 | 555 | — | 5,151 | | Jill S. Stress | — | 607 | (3) | — | 604 | | Thomas A. Amato | — | — | 27,095 | — | 180,206 | | Scott A. Mell | — | — | 1,774 | — | 12,714 | | Teresa M. Finley | — | — | — | — | — |

  196. 2025 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 2025 Summary Compensation Table. |

  197. 2025 Nonqualified Deferred Compensation Table

    | (2) None of these amounts are reported in the 2025 Summary Compensation Table. |

  198. 2025 Nonqualified Deferred Compensation Table

    | (3) The following amounts included in this column were reported in Summary Compensation Tables for prior fiscal years: Mr. Amato, $119,249; Mr. Mell, $9,819; and Ms. Robin, $2,123. Contributions to the Executive Retirement Program are invested in accordance with each NEO’s directive based on the investment options in the Company’s retirement program. Investment directives can be amended by the participant at any time. For further information regarding the Executive Retirement Program, see “Compensation Discussion and Analysis - Executive Retirement Program.” |

  199. 2025 Nonqualified Deferred Compensation Table

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

  200. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    Potential Payments Upon Termination or Change in Control as of December 31, 2025 The following table estimates the potential executive benefits and payments due to the continuing NEOs upon certain terminations of employment or a change in control, assuming such events occurred on December 31, 2025. These estimates reflect, among other arrangements, the terms of the Executive Severance Policy as revised in August 2021, or Executive Severance Agreements, as applicable. 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.

  201. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | | Involuntary termination by Company without cause or termination by executive for good reason ($)(4) | Involuntary termination by Company for cause ($) | Qualifying termination in connection with a change in control ($)(5) | Death ($)(5)(6) | Termination as a result of disability ($)(7) | | Thomas J. Snyder Cash payments(1) | 1,600,000 | — | 3,200,000 | — | — | | Value of restricted stock units(2) | 5,403,963 | — | 5,403,963 | 5,403,963 | 5,403,963 | | Value of stock options(3) | 66,110 | — | 635,000 | 66,110 | 66,110 | | Medical benefits | 15,000 | — | 30,000 | 45,000 | — | | Total | 7,085,073 | — | 9,268,963 | 5,515,073 | 5,470,073 | | Paul A. Swart Cash payments(1) | 720,000 | — | 1,440,000 | — | — | | Value of restricted stock units(2) | — | — | — | — | — | | Value of stock options(3) | — | — | — | — | | | Medical benefits | 15,000 | — | 30,000 | 45,000 | — | | Total | 735,000 | — | 1,470,000 | 45,000 | — | | Jodi F. Robin Cash payments(1) | 672,000 | — | 1,008,000 | — | — | | Value of restricted stock units(2) | 822,901 | — | 1,667,426 | 1,667,426 | 1,539,168 | | Value of stock options(3) | — | — | — | — | — | | Medical benefits | 15,000 | — | 22,500 | 45,000 | — | | Total | 1,509,901 | — | 2,697,926 | 1,712,426 | 1,539,168 |

  202. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (1) Comprised of the applicable multiple of base salary as of December 31, 2025, plus target STI award for 2025. The 2025 STI bonus is not further included, as it was deemed for purposes of this table as earned as of December 31, 2025 and we assume that no accrued but unearned vacation pay is due. We assume that no prior year’s STI bonus that was earned remained unpaid as of December 31, 2025. |

  203. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (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 and Executive Severance Agreements. |

  204. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (3) Stock options valued based on the market price of the Company’s common stock of $35.45 at December 31, 2025, less the respective exercise price. Mr. Snyder has 93,699 stock options that would be vested upon an involuntary termination by Company without cause or termination by executive for good reason, death, or disability and 900,000 for a change of control termination. |

  205. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (4) RSUs are valued at the market price of the Common Stock of $35.45 at December 31, 2025. 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 2025 Fiscal Year-End” table above. Mr. Snyder and Ms. Robin had 152,439 and 23,213 shares, respectively, that would have been vested upon an involuntary termination without cause or by executive for good reason as of December 31, 2025. |

  206. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (5) RSUs are valued at the market price of the Common Stock of $35.45 at December 31, 2025. In addition, the number of PSUs assumes the target metric is achieved. Mr. Snyder and Ms. Robin had 152,439 and 47,036 shares, respectively, that would have been vested upon a qualifying termination in connection with a change in control or death as of December 31, 2025. |

  207. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (6) With respect to death, the Executive Severance Policy and Executive Service Agreements provide 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. |

  208. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | 60 | I | 2026 Proxy Statement |

  209. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (7) With respect to disability, the Executive Severance Policy and Executive Severance Agreements provide 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 and Executive Severance Agreements. RSUs are valued at the market price of the Common Stock of $35.45 at December 31, 2025. 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 2025 Fiscal Year-End” table above. Mr. Snyder and Ms. Robin had 152,439 and 43,418 shares, respectively, that would have been vested upon a disability termination. |

  210. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Mr. Snyder, our CEO, had 2025 total compensation of $12,128,864, as reflected in the 2025 Summary Compensation Table. We estimate that the median of 2025 total compensation for all employees of the Company and its consolidated subsidiaries as of December 31, 2025 (the “Determination Date”), excluding our CEO, was $57,733, which is comprised of all applicable elements of compensation for 2025 in accordance with Item 402(c)(2)(x) of Regulation S-K (the “Median Annual Compensation”). The ratio of Mr. Snyder’s 2025 total compensation to the Median Annual Compensation was approximately 210 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, 2025, and ending on December 31, 2025, for 3,803 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 2025 (other than temporary employees) based on reasonable assumptions and estimates relating to our employee compensation program, including new hires.

  211. CEO Pay Ratio Disclosure

    | 62 | I | 2026 Proxy Statement |

  212. 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 2025 for this Proxy Statement’s NEOs, as well as our named executive officers from our 2025, 2024, 2023 and 2022 Proxy Statements (each of 2021, 2022, 2023, 2024 and 2025, 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:

  213. 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 |

  214. 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. |

  215. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  216. 2025 Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table (“SCT”) Total for PEO Amato ($)(b)(1) | SCT Total for PEO Snyder ($)(b)(1) | Compensation Actually Paid to PEO Amato ($)(c)(1)(2) | Compensation Actually Paid to PEO Snyder ($)(c)(1)(2) | Average SCT Total for Non-PEO NEOs ($)(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) | | 2025 | 4,382,823 | 12,128,864 | 6,831,160 | 16,741,883 | 1,161,921 | 1,048,251 | 99 | 201 | 120.1 | 106.7 | | 2024 | 3,986,740 | — | 2,204,238 | — | 904,002 | 737,547 | 74 | 176 | 24.3 | 82.8 | | 2023 | 4,020,922 | — | 1,451,195 | — | 853,747 | 606,509 | 77 | 150 | 40.4 | 89.5 | | 2022 | 4,416,441 | — | 1,310,340 | — | 1,059,133 | 674,005 | 85 | 114 | 66.2 | 116.2 | | 2021 | 4,582,126 | — | 4,881,738 | — | 1,607,476 | 1,354,921 | 116 | 126 | 57.3 | 112.8 |

  217. 2025 Pay Versus Performance Table

    | (1) For 2025, both Thomas Amato and Thomas Snyder served as our principal executive officer (individually a “PEO” and collectively the “PEOs”) and our non-PEO PVP NEOs were Paul Swart, Jodi Robin, Jill Stress, Scott Mell and Teresa Finley. For 2024, our PEO was Thomas Amato and our non-PEO PVP NEOs were Scott Mell, Jodi Robin and Jill Stress. For 2023, our PEO was Thomas Amato and our non-PEO PVP NEOs were Scott Mell, Jodi Robin, Jill Stress and Fabio Matheus Salik. For 2022, our PEO was Thomas Amato and our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik and John Schaefer. For 2021, our PEO was Thomas Amato and our non-PEO PVP NEOs were Scott Mell, Fabio Matheus Salik, John Schaefer, Robert Zalupski and Joshua Sherbin. |

  218. 2025 Pay Versus Performance Table

    | (2) For 2025, in determining both the CAP to our PEOs 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 2025 proxy statement for Covered Year 2024, in our 2024 proxy statement for Covered Year 2023 and in our 2023 proxy statement for Covered Years 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 2025 or the relationships disclosure provided below. |

  219. 2025 Pay Versus Performance Table

    | Item and Value Added (Deducted) | 2025 | | For PEO Amato: | | | - SCT “Stock Awards” column value | $(1,593,521) | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $2,447,992 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | $1,584,579 | | +/- 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 | $(25,015) | | - prior year-end fair value of any equity awards that were granted prior to Covered Year that were forfeited in Covered Year | $— |

  220. 2025 Pay Versus Performance Table

    | 2026 Proxy Statement | I | 63 |

  221. 2025 Pay Versus Performance Table

    | Item and Value Added (Deducted) | 2025 | | + fair value as of vesting date of equity awards granted and vested in Covered Year | $19,924 | | + includable dividends/earnings on equity awards during Covered Year | $14,378 | | Sub-Total | $2,448,337 | | For PEO Snyder: | | | - SCT “Stock Awards” and “Option Awards” column value | $(10,957,643) | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $15,570,662 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | $— | | +/- 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 | $— | | - prior year-end fair value of any equity awards granted prior to Covered Year that were forfeited in Covered Year | $— | | + fair value as of vesting date of equity awards granted and vested in Covered Year | $— | | + includable dividends/earnings on equity awards during Covered Year | $— | | Sub-Total | $4,613,019 | | For Non-PEO PVP NEOs (Average): | | | - SCT “Stock Awards” column value | $(591,310) | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $537,351 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | $73,245 | | +/- 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 | $(2,415) | | - prior year-end fair value of any equity awards granted prior to Covered Year that were forfeited in Covered Year | $(131,814) | | + fair value as of vesting date of equity awards granted and vested in Covered Year | $— | | + includable dividends/earnings on equity awards during Covered Year | $1,273 | | Sub-Total | $(113,670) |

  222. 2025 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, 2020 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. |

  223. 2025 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. |

  224. 2025 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. |

  225. 2025 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. |

  226. 2025 Pay Versus Performance Table

    | 64 | I | 2026 Proxy Statement |