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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
Definitive Proxy Statement
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o
Definitive Additional Materials
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Soliciting Material under §240.14a-12
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TriMas Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect two directors to serve until the Annual Meeting of Shareholders in 2016;
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2.
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To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013;
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3.
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To approve an increase in the number of shares reserved for issuance under the Company’s 2011 TriMas Corporation Omnibus Incentive Compensation Plan by 2,000,000 shares; and
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4.
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To transact such other business as may properly come before the meeting.
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By Order of the Board of Directors
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/s/ Joshua A. Sherbin
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Joshua A. Sherbin
Vice President, General Counsel and Corporate Secretary |
•
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45 days prior to the 2014 Annual Meeting; and
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•
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10 days after public announcement of the 2014 Annual Meeting date.
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Name
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Age
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Title
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Term
Ending |
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Marshall A. Cohen
(1)
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78
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Director
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2013
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David M. Wathen
(1)
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60
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Director, President and Chief Executive Officer
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2013
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Richard M. Gabrys
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71
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Director
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2014
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Eugene A. Miller
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75
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Director
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2014
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Daniel P. Tredwell
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54
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Director
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2015
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Samuel Valenti III
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67
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Chairman of the Board of Directors
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2015
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(1)
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Standing for re-election at the Annual Meeting.
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Name
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Audit
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Compensation
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Governance &
Nominating |
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Executive
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David M. Wathen
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—
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—
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—
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Chairman
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Marshall A. Cohen
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X
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X
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Chairman
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—
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Richard M. Gabrys
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Chairman
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X
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X
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—
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Eugene A. Miller
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X
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Chairman
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X
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—
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Daniel P. Tredwell
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—
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—
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—
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X
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Samuel Valenti III
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X
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X
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X
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X
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Meetings
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5
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4
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2
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—
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Action by Unanimous Written Consent
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1
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1
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—
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—
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Board of Directors
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Class
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Marshall A. Cohen
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Class I
(1)
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David M. Wathen
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Class I
(1)
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Richard M. Gabrys
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Class II
(2)
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Eugene A. Miller
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Class II
(2)
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Daniel P. Tredwell
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Class III
(3)
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Samuel Valenti III
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Class III
(3)
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(1)
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Term expires at 2013 annual stockholder meeting.
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(2)
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Term expires at 2014 annual stockholder meeting.
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(3)
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Term expires at 2015 annual stockholder meeting.
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Name
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2012 Fees Earned
or Paid in Cash ($) |
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2012 Stock
Awards
($)
(3)
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Total
($) |
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Samuel Valenti III
(4)
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243,000
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100,000
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343,000
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David M. Wathen
(1)
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—
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—
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—
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Marshall A. Cohen
(2)(4)
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123,000
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100,000
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223,000
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Richard M. Gabrys
(4)
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133,000
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100,000
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233,000
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Eugene A. Miller
(2)(4)
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127,000
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100,000
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227,000
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Daniel P. Tredwell
(1)(4)
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—
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—
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—
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(1)
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Messrs. Tredwell and Wathen did not receive any compensation for their services as directors. Beginning in 2013, Mr. Tredwell will receive an annual cash retainer of $100,000, a $1,000 meeting fee for each Board meeting attended and a grant of restricted shares with a grant date fair market value of $100,000, subject to Mr. Tredwell’s continued servic
e on the Board for a one-year period.
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(2)
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Messrs. Cohen and Miller elected to defer 100% and 50%, respectively, of their 2012 fees earned as permitted under the 2006 Long Term Equity Incentive Plan.
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(3)
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Messrs. Valenti, Cohen, Gabrys and Miller each received 4,110 restricted stock awards effective on March 1, 2012. These awards were granted under the Company’s 2006 Long Term Equity Incentive Plan and vest one year from date of grant so long as their director status does not terminate prior to the vesting date.
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(4)
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The table below sets forth as to each non-management director the aggregate number of stock options and restricted stock awards outstanding as of December 31, 2012. All of the stock options set forth in the table are fully vested.
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Name
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Stock Options
(#)
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Stock Awards
(#)
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Samuel Valenti III
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200,000
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4,110
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Marshall A. Cohen
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26,000
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4,110
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Richard M. Gabrys
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25,000
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4,110
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Eugene A. Miller
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26,000
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4,110
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Daniel P. Tredwell
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—
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—
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•
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forward the communication to the director or directors to whom it is addressed (matters addressed to the Chairman of the Audit Committee will be forwarded unopened directly to the Chairman);
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•
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attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board or an individual member, e.g., the communication is a request for information about the Company or is a stock-related matter; or
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•
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not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
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The Audit Committee
Richard M. Gabrys, Chairman
Eugene A. Miller
Marshall Cohen
Samuel Valenti III
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2012
($)
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2011
($)
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Audit Fees
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1,581,000
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1,733,000
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Audit-related Fees
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405,000
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324,000
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Tax Fees
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21,000
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46,000
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All Other Fees
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—
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—
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Total
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2,007,000
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2,103,000
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•
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dividend equivalent rights, which are rights entitling the recipient to receive amounts equal to the dividends that would have been paid if the recipient had held a specified number of shares of Common Stock; provided, that dividend equivalent rights may not be granted relating to stock subject to an option or stock appreciation right;
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•
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stock appreciation rights, which are rights to receive a number of shares of Common Stock or, in the discretion of the Compensation Committee, an amount in cash or a combination of stock and cash, based on the increase in the fair market value of the stock underlying the right over the market value of such stock on the date of grant (or over an amount greater than the grant date fair market value, if the Compensation Committee so determines) during a stated period specified by the Compensation Committee not to exceed 10 years from the date of grant;
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•
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unrestricted stock, which is stock granted without restrictions; and
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•
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cash awards.
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•
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basic earnings per common share for the Corporation on a consolidated basis;
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•
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diluted earnings per common share for the Corporation on a consolidated basis;
|
•
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total shareholder return;
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•
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net sales;
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•
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cost of sales;
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•
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gross profit;
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•
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selling, general and administrative expenses;
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•
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operating profit, alone or as a percentage of sales;
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•
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income before interest and/or the provision for income taxes;
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•
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net income;
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•
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productivity;
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•
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inventory turnover;
|
•
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return on equity;
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•
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return on assets;
|
•
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sales of new products;
|
•
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economic value added, or another measure of profitability that considers the cost of capital employed;
|
•
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net cash provided by operating activities;
|
•
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net increase (decrease) in cash and cash equivalents;
|
•
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customer satisfaction;
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•
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market share; or
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•
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product quality.
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Plan category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a) |
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Weighted-average exercise price of outstanding options, warrants and rights
(b) |
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c) |
||||
Equity compensation plans approved by security holders
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675,665
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$
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15.52
|
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1,110,158
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Equity compensation plans not approved by security holders
|
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—
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—
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—
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(1)
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As of December 31, 2012, includes 478,023 shares available for future issuance under the 2006 Long Term Equity Incentive Plan and 632,135 shares available for future issuance under the 2011 Omnibus Incentive Compensation Plan. Number of shares available for future issuance assumes target achievement for all existing performance-based awards.
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•
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each person known by us to beneficially own more than 5% of the Common Stock;
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•
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each of the Company’s Directors and Director nominees;
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•
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each of the Named Executive Officers (“NEOs”); and
|
•
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all of the Company’s Directors and NEOs as a group.
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Shares Beneficially
Owned |
||||
Name and Beneficial Owner
|
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Number
|
|
Percentage
|
||
William Blair & Company, L.L.C.
|
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4,091,640
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10.2
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%
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222 West Adams Street, Chicago, IL 60606
|
|
|
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Heartland Industrial Associates, L.L.C.
(1)
|
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2,404,972
|
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6.0
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%
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177 Broad Street, Stamford, CT 06901
|
|
|
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FMR LLC
(3)
|
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2,821,221
|
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7.0
|
%
|
82 Devonshire Street, Boston, Massachusetts 02109
|
|
|
|
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The Vanguard Group
(4)
|
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2,108,847
|
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5.2
|
%
|
100 Vanguard Blvd, Malvern, PA 19355
|
|
|
|
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Thomas M. Benson
(5)(7)
|
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83,335
|
|
|
—
|
%
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Lynn A. Brooks
(5)(7)
|
|
70,172
|
|
|
—
|
%
|
Marshall A. Cohen
(5)(7)
|
|
38,406
|
|
|
—
|
%
|
Richard M. Gabrys
(5)(7)
|
|
39,406
|
|
|
—
|
%
|
Eugene A. Miller
(5)(7)
|
|
58,218
|
|
|
—
|
%
|
Joshua A. Sherbin
(5)(7)
|
|
68,157
|
|
|
—
|
%
|
Daniel P. Tredwell
(2)(7)
|
|
2,408,420
|
|
|
6.0
|
%
|
Samuel Valenti III
(5)(6)(7)
|
|
110,406
|
|
|
—
|
%
|
David M. Wathen
(5)(7)
|
|
510,907
|
|
|
1.3
|
%
|
A. Mark Zeffiro
(5)(7)
|
|
74,364
|
|
|
—
|
%
|
All executive officers and directors as a group (11 persons)
(2)(5)(7)
|
|
3,536,459
|
|
|
8.8
|
%
|
(1)
|
These shares of Common Stock are beneficially owned indirectly by Heartland Industrial Associates, L.L.C. as the general partner of each of the limited partnerships, which hold shares of Common Stock directly. These limited liability companies and limited partnership hold shared voting power and shared dispositive power with respect to the shares of Common Stock listed herein as follows:
1,371,342
shares are held by TriMas Investment Fund I, L.L.C. (“TIF I”);
847,033
shares are held by Metaldyne Investment Fund I, L.L.C. (“MIF I”);
149,399
shares are held by HIP Side-by-Side Partners, L.P.;
24,759
shares are held by TriMas Investment Fund II, L.L.C.; and
12,439
shares are held by Metaldyne Investment Fund II, L.L.C. In addition, by reason of the Shareholders Agreement summarized under “Transactions with Related Persons-Shareholders Agreement,” Heartland Industrial Associates, L.L.C., and Heartland Industrial Partners, L.P., as the managing member of TIF I, MIF I, may be deemed to share beneficial ownership of shares of Common Stock held by other shareholders party to the Shareholders Agreement and may be considered to be a member of a “group,” as such term is used under Section 13(d) under the Exchange Act. The principal place of business for Heartland Industrial Associates, L.L.C. is 177 Broad Street, Stamford, CT 06901.
|
(2)
|
The number set forth in the table includes shares of Common Stock beneficially owned indirectly by Heartland Industrial Associates, L.L.C. as disclosed in footnote (1). Mr. Tredwell is the Managing Member of Heartland Industrial Associates, L.L.C., but disclaims beneficial ownership of such shares. The business address for Mr. Tredwell is 177 Broad Street, Stamford, CT 06901.
|
(3)
|
Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 14, 2013 by FMR LLC. As of December 31, 2012, Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, had sole voting power with respect to 626,145 shares of Common Stock and sole dispositive power with respect to 2,821,221 shares of Common Stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Pyramis Global Advisors Trust Company, is an indirect wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Act”), is the beneficial owner of 553,714 shares of Common Stock, as a result of its serving as investment manager of institutional accounts owning such shares. FIL Limited (“FIL”), a qualified institution under section 240.13d-1(b)(1)(ii), is the beneficial owner of 71,600 shares of Common Stock. The principal place of business for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109.
|
(4)
|
The Vanguard Group, Inc. (“Vanguard Group”) had sole voting power with respect to 42,861 shares of Common Stock, sole dispositive power with respect to 2,067,986 shares of Common Stock and shared dispositive power with respect to 40,861 shares of Common Stock. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 40,861 shares of Common Stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 2,000 shares of Common Stock as a result of its serving as investment manager of Australia investment offerings.
|
(5)
|
For Messrs. Benson, Brooks, Cohen, Gabrys, Miller, Valenti and Wathen, the number set forth in the table includes options to purchase
45,830
,
22,333
,
26,000
,
25,000
,
26,000
,
100,000
and
66,667
shares, respectively, granted under the Company’s 2002 and 2006 Long Term Equity Incentive Plans, that are currently exercisable; for Mr. Wathen, the number set forth in the table includes
8,334
restricted stock units awarded under the 2006 Long Term Equity Incentive Plan as earned in his employment agreement; and for Messrs. Benson, Brooks, Cohen, Gabrys, Miller, Sherbin, Tredwell, Valenti, Wathen and Zeffiro, the number set forth in the table includes
8,462
,
11,039
,
3,448
,
3,448
,
3,448
,
15,678
, 3448,
3,448
,
60,112
and
23,765
restricted shares of Common Stock, respectively, awarded under the 2006 Long Term Equity Incentive Plan and/or 2011 Omnibus Equity Incentive Compensation Plan.
|
(6)
|
Entities affiliated with Mr. Valenti are members of Heartland Additional Commitment Fund, LLC which is a limited partner of Heartland.
|
(7)
|
Except for Messrs. Tredwell and Wathen, each director and named executive officer owns less than one percent of the outstanding shares of the Common Stock and securities authorized for issuance under equity compensation plans.
|
Name
|
|
Age
|
|
Title
|
|
David M. Wathen
|
|
60
|
|
|
Director, President and Chief Executive Officer
|
A. Mark Zeffiro
|
|
47
|
|
|
Chief Financial Officer
|
Thomas M. Benson
|
|
57
|
|
|
President - Cequent Performance Products
|
Lynn A. Brooks
|
|
59
|
|
|
President - Packaging Systems
|
Joshua A. Sherbin
|
|
50
|
|
|
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Robert J. Zalupski
|
|
54
|
|
|
Vice President Finance, Corporate Development and Treasurer
|
•
|
Our compensation philosophy for our NEOs;
|
•
|
The respective roles of our Compensation Committee (the “Committee”) and management in the executive compensation process;
|
•
|
The key components of our executive compensation program; and
|
•
|
How the decisions we make in the compensation process align with our compensation philosophy.
|
(1)
|
President and Chief Executive Officer - David M. Wathen (“President and CEO”);
|
(2)
|
Chief Financial Officer - A. Mark Zeffiro (“CFO”);
|
(3)
|
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary - Joshua A. Sherbin (“General Counsel”);
|
(4)
|
President - Packaging Systems - Lynn A. Brooks (“President - Packaging Systems”); and
|
(5)
|
President - Cequent Performance Products - Thomas M. Benson (“President - Cequent Performance Products”).
|
•
|
Enhanced capital structure by issuing 4 million shares of common stock utilizing $79 million of net proceeds to redeem $50 million of higher-cost debt, reduce interest costs and execute bolt-on acquisitions to better position businesses in growing end markets;
|
•
|
Retired 9
3
/
4
% senior notes and amended credit facilities to reduce borrow rates, extend maturities and enhance liquidity and capital structure flexibility;
|
•
|
Increased sales due to new product introductions, market share gains and geographic expansion;
|
•
|
Continued to invest in a flexible manufacturing footprint and productivity projects to optimize manufacturing costs long-term, increase capacity, respond to customer needs and drive future growth;
|
•
|
Expanded geographic reach and related sales into China, Thailand, Brazil, Singapore, South Africa and New Zealand;
|
•
|
Utilized cash flow and cash on hand to invest in future growth and productivity programs including approximately $89.9 million of bolt-on acquisitions and $46.1 million in capital expenditures, while reducing total indebtedness; and
|
•
|
Ended the year with improved levels of available liquidity.
|
What We Do
|
Pay for Performance
- We tie pay to performance. The majority of executive pay is not guaranteed. We set financial goals for corporate and business unit performance.
Mitigate Undue Risk
- Our compensation practices are designed to discourage excessive risk-taking as related to performance and payout under our compensation programs.
Reasonable Executive Severance/Change-in-Control Policy - We believe we have reasonable post-employment and change in control provisions. Share Ownership Guidelines - We have adopted share ownership guidelines, which all NEOs currently exceed. Regular Review of Share Utilization - We evaluate share utilization by reviewing the dilutive impact of equity compensation on our shareholders and the aggregate shares awarded annually as a percentage of total outstanding shares. Review Tally Sheet s - The Committee reviews tally sheets for our NEOs to ensure they have a clear understanding of the impact of various decisions, including possible payments under various termination scenarios prior to making annual executive compensation decisions. Double Trigger - Our Change-in-Control Policy calls for payment of a cash severance and vesting of restricted stock awards after a change in control only if an employee is also terminated. Independent Compensation Consulting Firm - The Committee benefits from its utilization of an independent compensation consulting firm which provides no other services to the Company. |
What We Don’t Do
|
No employment Contracts
- We do not have employment contracts for NEOs.
No Excise Tax Gross-Ups Upon Change in Control
- We do not provide for excise tax gross-ups on change-in-control payments.
No Repricing Underwater Stock Options
- We do not permit underwater stock options to be repriced.
No Pledging or Hedging Transactions or Short Sales Permitted
- Our policies prohibit executives, including the NEOs, and directors from pledging, engaging in hedging or short sales with respect to the Company’s Common Stock.
|
Base Salary Adjustments
The Committee approved modest base salary adjustments for our NEOs of up to 5%, to recognize individual performance and general market movement.
|
Short Term Incentive Program
Company-wide:
The Committee approved changes to the weighting of the metrics used in the Company-wide short term incentive program for 2012 in which the President and CEO, CFO, and General Counsel participate.
The weighting for EPS was increased from 30% to 35% to reflect the Committee’s view of EPS as an important indicator of Company success and aligned with TriMas’ strategic imperatives.
To emphasize EPS as a metric, weighting for Sales/Profitability was reduced by 5%.
The Committee approved an increase to the 2012 target award for Mr. Zeffiro (72.5% to 75% of base salary) to further increase his focus on performance-based pay. The target bonus award percentages for the CEO and General Counsel remained the same.
Based on Company-wide 2012 performance, the short term incentive program attainment was 90% of target, which is payable in 2013. Amounts earned varied by metric from a low of 0% of target to a maximum of 170% of target based on performance results achieved.
Packaging Systems:
The Committee approved changes to the weighting of the metrics used in the Packaging Systems 2012 short term incentive program.
For 2012, the weighting on Cash Flow from Operations was increased from 20% to 30%. To emphasize Cash Flow as a metric, weightings for the Productivity and New Market/Product Growth measure categories were each reduced by 5%. These changes reflect the Committee’s view of cash flow from operation as an increasingly important indicator of Company success and aligned with TriMas’ strategic imperatives.
The target bonus award percentage remained the same for the President - Packaging Systems.
Based on Packaging Systems’ 2012 performance, the short term incentive plan attainment was 136.5% of target, which is payable in 2013. Amounts earned varied by metric from a low of 88% of target to a maximum of 175% of target based on performance results achieved.
Cequent Performance Products:
The Committee approved changes to the weighting of the metrics used in Cequent Performance Products 2012 short term incentive program.
For 2012, the weighting on Cash Flow from Operations was increased from 20% to 30%. To reflect this shift in emphasis, the weightings for the Productivity and New Market/Product Growth categories were each reduced by 5%.
These changes reflect the Committee’s view of cash flow from operation as an increasingly important indicator of Company success that is aligned with our strategic imperatives.
The target bonus award percentage remained the same for the President - Cequent Performance Products.
Based on Cequent Performance Products’ 2012 performance, the short term incentive plan attainment was 173.6% of target, which is payable in 2013. Amounts earned varied by metric from a low of 150% of target to a maximum of 200% of target based on performance results achieved.
Short Term Incentive Compensation to Equity
Amounts earned by the NEOs (and certain other plan participants) are paid 80% in cash, with the remaining 20% paid in TriMas restricted stock that vests on the one year anniversary of the grant date. This program feature promotes retention as well as the alignment of executives’ interests with those of our shareholders.
|
Long Term Incentive Program
New Long Term Program
The Committee adopted a new long-term incentive program starting in 2012 that incorporates annual (rather than periodic) grants.
The Committee granted equity awards to each of the NEOs that consist of performance stock and service-based restricted stock units, both of which will be settled in shares, with each corresponding to 50% of the overall long-term incentive target award value.
The Committee recognized that changes in timing and format of the long term incentive program impact both the competitiveness of participants’ pay and expose the Company to retention concerns. To address these concerns, the 2012 long-term incentive equity grants also included a one-time transition grant consisting of performance stock units (“PSUs”), to be settled in shares based on the degree to which both one- and two-year financial goals are achieved. Based on the achievement of the one year financial goal for the transitional grant (grant was based on an EPS target), results were above target, resulting in 175% of the target number of shares awarded.
|
Actuant Corporation
|
|
Gardner Denver
|
|
Robbins & Myers
(1)
|
Ametek, Inc.
|
|
GenCorp. Inc.
|
|
Roper Industries Inc.
|
Aptar
|
|
Graco, Inc.
|
|
Silgan Holdings
|
Carlisle Companies
|
|
Greif, Inc.
|
|
Stoneridge Inc.
|
Crane Co.
|
|
IDEX
|
|
Teleflex Inc.
|
Donaldson Company
|
|
Kaydon Corporation
|
|
Thor
|
Drew Industries
|
|
Kennametal
(1)
|
|
Transdigm Group
|
EnPro
|
|
Lufkin Industries
|
|
Winnebago Industries
|
NEO
|
|
Base Salary as of January 1, 2012
|
|
Base Salary Rate
effective July 2, 2012 |
|
% Increase
|
|||||
President and CEO
|
|
$
|
700,000
|
|
|
$
|
700,000
|
|
|
—
|
%
|
CFO
|
|
410,000
|
|
|
430,500
|
|
|
5
|
%
|
||
General Counsel
|
|
381,100
|
|
|
392,500
|
|
|
3.0
|
%
|
||
President - Packaging Systems
(1)
|
|
442,500
|
|
|
454,800
|
|
|
3
|
%
|
||
President - Cequent Performance Products
|
|
316,800
|
|
|
326,000
|
|
|
2.9
|
%
|
NEO
|
|
Base Salary as of July 1, 2013
|
|
% Increase
|
|||
President and CEO
|
|
$
|
721,000
|
|
|
3.0
|
%
|
CFO
|
|
460,700
|
|
|
7.0
|
%
|
|
General Counsel
|
|
392,500
|
|
|
—
|
%
|
|
President - Packaging Systems
(1)
|
|
454,800
|
|
|
—
|
%
|
|
President - Cequent Performance Products
|
|
335,800
|
|
|
3.0
|
%
|
NEO
|
|
Target Bonus Amount
|
|
Target Award as Percent of Salary
|
|||
President and CEO
|
|
$
|
788,000
|
|
|
112.5
|
%
|
CFO
|
|
322,900
|
|
|
75.0
|
%
|
|
General Counsel
|
|
196,300
|
|
|
50.0
|
%
|
|
President - Packaging Systems
|
|
295,300
|
|
|
70.0
|
%
|
|
President - Cequent Performance Products
|
|
163,000
|
|
|
50.0
|
%
|
•
|
Sales/Profitability-35%.
This metric provides for rewards based on our performance in two areas: (1) the Company’s consolidated recurring operating profit as a percent of net sales (operating margin), and (2) the level of net sales volume achieved. Recurring operating profit means earnings before interest, taxes and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, net sales means
|
•
|
Earnings Per Share-35%.
Earnings Per Share (“EPS”) is the diluted earnings per share, from continuing operations, as reported in the Company’s publicly filed reports, adjusted to exclude the after-tax impact of non-recurring charges (cash and non-cash) associated with items such as business restructuring, cost savings projects and asset impairments.
|
•
|
Cash Flow-30%.
Cash flow is the sum of recurring 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 and amortization, and (4) downward for capital expenditures, cash interest and cash taxes. Managing our cash generation capabilities and use of cash is an important measure of our ongoing liquidity and stability.
|
Metric
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Weighting
|
|
Sales/Profitability
|
|
At $1,104.0 million in sales and 10.9% operating profit, the participant would receive 50% of the target allocated to this metric
|
|
At $1,206.5 million in Sales and 11.9% operating profit, the participant would receive 100% of the target allocated to this metric
|
|
At $1,278.9 million in Sales and 12.7% operating profit, the participant would receive 200% of the target allocated to this metric
|
|
35
|
%
|
EPS
|
|
At $1.58 earnings per share, the participant would receive 50% of the target allocated to this metric
|
|
At $1.78 earnings per share, the participant would receive 100% of the target allocated to this metric
|
|
At $2.00 earnings per share, the participant would receive 250% of the target allocated to this metric
|
|
35
|
%
|
Cash Flow
|
|
At $29.0 million cash flow, the participant would receive 70% of the target allocated to this metric
|
|
At $38.6 million cash flow, the participant would receive 100% of the target allocated to this metric
|
|
At $48.3 million cash flow, the participant would receive 200% of the target allocated to this metric
|
|
30
|
%
|
•
|
Sales/Profitability-40%.
This measure provides for rewards based on Packaging Systems’ performance in two areas: (1) recurring operating profit as a percent of net sales (operating margin) and (2) the level of net sales volume achieved. Recurring operating profit means earnings before interest, taxes, bonus expense and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.
|
•
|
Cash Flow-30%.
Cash flow is the sum of recurring 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 and amortization, and (4) downward for capital expenditures, cash, interest and cash taxes.
|
•
|
Productivity-15%.
This measure is based on the achieved gross total cost savings realized from approved business initiatives. Types of productivity projects include value added/value engineered, facility rationalization, vendor cost downs, outsourcing/insourcing, and moves to low cost countries. Productivity
|
•
|
% New Products/Product Growth-15%.
The % New Products/Product Growth metric measures the percent of Packaging Systems sales that come from new products or markets. This measure is calculated by dividing the net sales for specifically identified new products or new markets by total net sales for the business. Each of the new products or new market projects is agreed upon as part of the annual business planning process at the outset of the year. This is a key measure of our ability to innovate and grow by expanding into new markets and/or developing new products.
|
Metric
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Weighting
|
|
Sales/Profitability
|
|
At $243.0 million in sales and 21.6% operating profit, the participant would receive 50% of the target allocated to this metric
|
|
At $270.0 million in Sales and 23.0% operating profit, the participant would receive 100% of the target allocated to this metric
|
|
At $297.0 million in Sales and 24.5% operating profit, the participant would receive 200% of the target allocated to this metric
|
|
40
|
%
|
Cash Flow
|
|
At $42.61 million cash flow, the participant would receive 70% of the target allocated to this metric
|
|
At $53.25 million cash flow, the participant would receive 100% of the target allocated to this metric
|
|
At $63.90 million cash flow, the participant would receive 200% of the target allocated to this metric
|
|
30
|
%
|
Productivity
|
|
At $4.66 million in Productivity gains the participant would receive 60% of the target allocated to this metric
|
|
At $5.83 million in Productivity gains the participant would receive 100% of the target allocated to this metric
|
|
At $8.63 million in Productivity gains the participant would receive 200% of the target allocated to this metric
|
|
15
|
%
|
% New Product/Product Growth
|
|
See note below.
(1)
|
|
15
|
%
|
(1)
|
The Committee set the target for this metric at a level that requires Packaging Systems to successfully expand its product portfolio and geographic market base to contribute both to 2012 sales and profitability and provide a foundation for 2013 activity. Achievement at each milestone requires innovation and commercialization.
|
•
|
Sales/Profitability-40%.
This measure provides for rewards based on Cequent Performance Products performance in two areas: (1) recurring operating profit as a percent of net sales (operating margin) and (2) the level of net sales volume achieved. Recurring operating profit means earnings before interest, taxes, bonus expense and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.
|
•
|
Cash Flow-30%.
Cash flow is the sum of recurring 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 and amortization, and (4) downward for capital expenditures, cash, interest and cash taxes.
|
•
|
Productivity-15%.
This measure is based on the achieved gross total cost savings realized from approved business initiatives. Types of productivity projects include value added/value engineered, facility rationalization, vendor cost downs, outsourcing/insourcing, and moves to low cost countries. Productivity does not include volume-related improvements (e.g., the natural leverage of fixed costs attributable to higher levels of production).
|
•
|
% New Products/Product Growth-15%.
The % New Products/Product Growth metric measures the percent of Packaging Systems sales that come from new products or markets. This measure is calculated by dividing the net sales for specifically identified new products or new markets by total net sales for the business. Each of the new products or new market projects is agreed upon as part of the annual business planning process at the outset of the year. This is a key measure of our ability to innovate and grow by expanding into new markets and/or developing new products.
|
Metric
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Weighting
|
|
Sales/Profitability
|
|
At $243.6 million in sales and 7.5% operating profit, the participant would receive 50% of the target allocated to this metric
|
|
At $253.8 million in Sales and 7.9% operating profit, the participant would receive 100% of the target allocated to this metric
|
|
At $274.5 million in Sales and 8.9% operating profit, the participant would receive 200% of the target allocated to this metric
|
|
40
|
%
|
Cash Flow
|
|
At $12.94 million cash flow, the participant would receive 70% of the target allocated to this metric
|
|
At $15.23 million cash flow, the participant would receive 100% of the target allocated to this metric
|
|
At $19.04 million cash flow, the participant would receive 200% of the target allocated to this metric
|
|
30
|
%
|
Productivity
|
|
At $2.85 million in Productivity gains the participant would receive 60% of the target allocated to this metric
|
|
At $3.57 million in Productivity gains the participant would receive 100% of the target allocated to this metric
|
|
At $5.71 million in Productivity gains the participant would receive 200% of the target allocated to this metric
|
|
15
|
%
|
% New Product/Product Growth
|
|
See note below.(1)
|
|
15
|
%
|
(1)
|
The Committee set the target for this metric at a level that requires Cequent Performance Products to successfully expand its product portfolio and geographic market base to contribute both to 2012 sales and profitability and provide a foundation for 2013 activity. Achievement at each milestone requires innovation and commercialization.
|
Metric
|
Weight
|
|
Result Achieved
|
|
Payout Earned as a
Percent of Total Target Award |
|
Sales/Profitability
|
35%
|
|
Below Target
|
|
87%
|
|
Earnings per share
|
35%
|
|
Above Target
|
|
170%
|
|
Cash flow
|
30%
|
|
Below Threshold
|
|
—%
|
|
Total Target Award Payout
|
|
|
|
|
90%
|
Metric
|
Weight
|
|
Packaging Systems
|
|
Cequent Performance Products
|
||||
|
Result Achieved
|
|
Payout as
% of Target |
|
Result Achieved
|
|
Payout as
% of Target |
||
Sales/Profitability
|
40%
|
|
Below Target
|
|
88%
|
|
Above Target
|
|
181%
|
Cash Flow
|
30%
|
|
Above Target
|
|
175%
|
|
Above Target
|
|
150%
|
Productivity
|
15%
|
|
Above Target
|
|
175%
|
|
Above Target
|
|
175%
|
% New Products/Product Growth
|
15%
|
|
Above Target
|
|
150%
|
|
Above Target
|
|
200%
|
Total
|
|
|
|
|
136.5%
|
|
|
|
173.6%
|
NEO
|
Target Award as Percent of Salary
|
|
Target Bonus Amounts
|
|
Actual Short Term Incentive Award Earned
|
|
Short Term Incentive Earned and Paid in Cash
|
|
Short Term Incentive Earned and Paid in Restricted Stock in March 2013
|
|||||||||
President and CEO
|
112.5
|
%
|
|
$
|
788,000
|
|
|
$
|
709,200
|
|
|
$
|
567,360
|
|
|
$
|
141,840
|
|
CFO
|
75.0
|
%
|
|
322,900
|
|
|
290,610
|
|
|
232,488
|
|
|
58,122
|
|
||||
General Counsel
|
50.0
|
%
|
|
196,300
|
|
|
176,670
|
|
|
141,336
|
|
|
35,334
|
|
||||
President - Packaging Systems
|
70.0
|
%
|
|
295,300
|
|
|
403,085
|
|
|
322,468
|
|
|
80,617
|
|
||||
President - Cequent Performance Products
|
50.0
|
%
|
|
163,000
|
|
|
282,968
|
|
|
226,374
|
|
|
56,594
|
|
NEO
|
|
Target Bonus Amount
|
|
Target Bonus as a percentage of salary
|
|||
President and CEO
|
|
$
|
811,200
|
|
|
112.5
|
%
|
CFO
|
|
345,500
|
|
|
75.0
|
%
|
|
General Counsel
|
|
235,500
|
|
|
60.0
|
%
|
|
President - Packaging Systems
|
|
295,300
|
|
|
70.0
|
%
|
|
President - Cequent Performance Products
|
|
167,900
|
|
|
50.0
|
%
|
NEO
|
Short Term Incentive Compensation Earned
and issued as Restricted Stock with vesting on March 1, 2014 |
President and CEO
|
$141,840
|
CFO
|
58,122
|
General Counsel
|
35,334
|
President - Packaging Systems
|
80,617
|
President - Cequent Performance Products
|
56,594
|
NEO
|
|
2012 LTI award as a % of 2011 Base Salary
|
||
President and CEO
|
|
200
|
|
%
|
CFO
|
|
140
|
|
%
|
General Counsel
|
|
115
|
|
%
|
President - Packaging Systems
|
|
50
|
|
%
|
President - Cequent Performance Products
|
|
50
|
|
%
|
Name
|
Service-Based
Restricted Stock ($ Value) |
|
PSUs ($ Value)
|
||||
President and CEO
|
$
|
700,000
|
|
|
$
|
700,000
|
|
CFO
|
287,000
|
|
|
287,000
|
|
||
General Counsel
|
219,100
|
|
|
219,100
|
|
||
President - Packaging Systems
|
102,400
|
|
|
102,400
|
|
||
President - Cequent Performance Products
|
79,200
|
|
|
79,200
|
|
•
|
75% based on EPS cumulative average growth rate (“EPS CAGR”): Measured by EPS compounded annual growth rate for the three fiscal years in the cycle; and
|
•
|
25% based on cash generation: Cash generation refers to the Company’s cash flow for the three fiscal years in the cycle from operating activities less capital expenditures, as publicly reported by the Company, plus or minus special items that may occur from time-to-time, divided by the Company’s three-year income from continuing operations as publicly reported by the Company, plus or minus special items that may occur from time-to-time.
|
|
|
Transitional LTI Target Award in Grant Date $ Value
|
||||||
Name
|
|
2012 EPS Growth
|
|
2012-2013 EPS CAGR
|
||||
President and CEO
|
|
$
|
701,400
|
|
|
$
|
467,600
|
|
CFO
|
|
287,600
|
|
|
191,700
|
|
||
General Counsel
|
|
219,500
|
|
|
146,400
|
|
||
President - Packaging Systems
|
|
102,600
|
|
|
68,400
|
|
||
President - Cequent Performance Products
|
|
79,400
|
|
|
52,900
|
|
NEO
|
|
2013 LTI award as a % of July 1, 2013 Base Salary
|
||
President and CEO
|
|
290
|
|
%
|
CFO
|
|
175
|
|
%
|
General Counsel
|
|
125
|
|
%
|
President - Packaging Systems
|
|
75
|
|
%
|
President - Cequent Performance Products
|
|
75
|
|
%
|
Name
|
Service-Based
Restricted Stock ($ Value) |
|
PSUs ($ Value)
|
||||
President and CEO
|
$
|
1,045,500
|
|
|
$
|
1,045,500
|
|
CFO
|
403,100
|
|
|
403,100
|
|
||
General Counsel
|
245,300
|
|
|
245,300
|
|
||
President - Packaging Systems
|
158,200
|
|
|
158,200
|
|
||
President - Cequent Performance Products
|
125,900
|
|
|
125,900
|
|
•
|
President and Chief Executive Officer; Chief Financial Officer; General Counsel; President, Packaging Systems - $55,000
|
Base Salary Risk Mitigation Factors
Fixed Amount.
An NEO’s base salary does not encourage risk-taking as it is a fixed amount.
|
Short Term Incentive Compensation Risk Mitigation Factors
Multiple Performance Factors.
The short term incentive plan uses multiple performance factors that encourage NEOs to focus on the overall strength of the business rather than a single financial measure.
Award Cap.
Short term incentive awards payable to any individual are capped.
Clawback Provision.
The Company’s clawback policy allows the Company to recapture short term incentive awards from current and former employees in certain situations, including restatement of financial results.
Management Processes.
Board and management processes are in place to oversee risk associated with the short term incentive plan, including, but not limited to, monthly and quarterly business performance reviews by management and regular business performance reviews by the Board, Audit Committee and the Company’s internal management disclosure committee.
|
Long-Term Incentive Compensation Risk Mitigation Factors
Stock Ownership Guidelines.
The Company has stock ownership requirements consistent with market norms for certain executives, including NEOs.
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 Policy. The Company’s anti-hedging policy prohibits the Board of Directors, and the Company’s executives, including NEOs, from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Common Stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds. Clawback Provision. The Company’s clawback policy permits the Committee to recoup or rescind equity awards to executives, including NEOs, under the long term incentive plan under certain situations, including restatement of financial results. |
President and CEO
|
|
5x
|
CFO; General Counsel
|
|
3x
|
Other executives, as determined by the Committee (including the President - Packaging Systems and President - Cequent Performance Products)
|
|
2x
|
•
|
Shares owned (or beneficially owned) by the executive, including shares acquired upon exercise of stock options or acquired through any Company employee benefit plans;
|
•
|
Time-vesting restricted stock or restricted stock units, whether vested or not; and
|
•
|
Vested, in the money stock options.
|
•
|
Vesting of restricted stock;
|
•
|
Exercise of a stock option;
|
•
|
Exercise of a stock appreciation right;
|
•
|
Payout of a restricted stock unit in shares; and
|
•
|
Payout (in shares) of any other equity award.
|
•
|
any shares of the Common Stock retained by the Company to satisfy any portion of tax withholding requirements attributable to such events;
|
•
|
any shares of the Common Stock tendered by the executive to pay any portion of the exercise price of a stock option; and
|
•
|
if any portion of the taxes due in connection with such events or the exercise price of options are satisfied by the executive remitting cash to the Company or applicable taxing authority or by the Company withholding amounts from the executive’s compensation or payments otherwise due, the number of shares of the Common Stock having a fair market value equal to the amount so remitted or withheld based on the closing price of the Common Stock on the vesting or exercise date, as applicable.
|
|
Compensation Committee of the Board of Directors
Eugene A. Miller, Chairman
Richard M. Gabrys
Marshall A. Cohen
Samuel Valenti III
|
Name and Principal Position
|
|
Year
|
|
Salary
($) |
|
Stock Awards
($)
(1)(2)(3)(4)(5)
|
|
Non-Equity Incentive Plan Compensation ($)
(6)(7)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(8)
|
|
All Other Compensation ($)
(9)
|
|
Total
($) |
||||||
David M. Wathen, President
|
|
2012
|
|
700,000
|
|
|
2,710,800
|
|
|
567,400
|
|
|
—
|
|
|
113,600
|
|
|
4,091,800
|
|
(principal executive officer)
|
|
2011
|
|
695,900
|
|
|
1,353,500
|
|
|
1,166,200
|
|
|
—
|
|
|
134,000
|
|
|
3,349,600
|
|
|
|
2010
|
|
683,400
|
|
|
886,400
|
|
|
1,443,800
|
|
|
—
|
|
|
130,400
|
|
|
3,144,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
A. Mark Zeffiro
|
|
2012
|
|
420,400
|
|
|
1,111,400
|
|
|
232,500
|
|
|
—
|
|
|
86,000
|
|
|
1,850,300
|
|
Chief Financial Officer
|
|
2011
|
|
405,000
|
|
|
491,700
|
|
|
441,000
|
|
|
—
|
|
|
92,200
|
|
|
1,429,900
|
|
(principal financial officer)
|
|
2010
|
|
380,000
|
|
|
319,100
|
|
|
526,000
|
|
|
—
|
|
|
87,700
|
|
|
1,312,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Thomas M. Benson, President,
|
|
2012
|
|
321,400
|
|
|
347,300
|
|
|
226,400
|
|
|
—
|
|
|
45,600
|
|
|
940,700
|
|
Cequent Performance Products
|
|
2011
|
|
312,200
|
|
|
32,500
|
|
|
129,900
|
|
|
—
|
|
|
45,000
|
|
|
519,600
|
|
|
|
2010
|
|
303,800
|
|
|
52,100
|
|
|
208,300
|
|
|
—
|
|
|
45,700
|
|
|
609,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lynn A. Brooks, President,
|
|
2012
|
|
448,800
|
|
|
456,400
|
|
|
322,500
|
|
|
28,100
|
|
|
121,500
|
|
|
1,377,300
|
|
Packaging Systems
|
|
2011
|
|
436,500
|
|
|
43,100
|
|
|
172,200
|
|
|
31,500
|
|
|
119,900
|
|
|
803,200
|
|
|
|
2010
|
|
424,800
|
|
|
98,600
|
|
|
394,200
|
|
|
33,900
|
|
|
118,900
|
|
|
1,070,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Joshua A. Sherbin
|
|
2012
|
|
386,800
|
|
|
839,400
|
|
|
141,300
|
|
|
—
|
|
|
91,900
|
|
|
1,459,400
|
|
General Counsel
|
|
2011
|
|
375,600
|
|
|
282,800
|
|
|
282,700
|
|
|
—
|
|
|
90,900
|
|
|
1,032,000
|
|
|
|
2010
|
|
360,000
|
|
|
227,800
|
|
|
310,800
|
|
|
—
|
|
|
89,800
|
|
|
988,400
|
|
(1)
|
All awards in this column relate to restricted stock granted under the 2002 Long Term Equity Incentive Plan, the 2006 Long Term Equity Incentive Plan and the 2011 TriMas Corporation Omnibus Incentive Compensation Plan and are calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” This column includes compensation for performance units based on the targeted attainment levels, which represents the probable outcome of the performance condition on the date of grant. Included in this amount is the full value of the 20% of STI amounts earned and required to be paid in restricted stock, with the number of shares determined based on the Company’s closing stock price as of March 1 of the following year. See the “Grants of Plan-Based Awards in 2012” table.
|
(2)
|
On March 1, 2012, each NEO received time-based restricted stock awards which vest ratably over a three year period. In addition, each NEO received performance-based awards which cliff-vest after three years and are subject to a targeted earnings per share growth rate and cumulative cash flow generated over the performance period. Target compensation for each of the time-based and performance-based awards was $700,000 for Mr. Wathen, $287,000 for Mr. Zeffiro, $79,200 for Mr. Benson, $102,400 for Mr. Brooks and $219,100 for Mr. Sherbin. Attainment of the performance-based awards can vary from zero percent if the lowest milestone is not attained to a maximum of 237.5% of target award.
|
(3)
|
On March 1, 2012, each NEO received performance-based Transitional LTI awards, 60% of which vest after one year and 40% of which vest after two years. Attainment of these awards is based on earnings per share for 2012 and 2013. Target compensation for these awards was $1,169,000 for Mr. Wathen, $479,300 for Mr. Zeffiro, $132,300 for Mr. Benson, $171,000 for Mr. Brooks and $365,900 for Mr. Sherbin. Attainment of these awards can vary from zero percent if the lowest milestone is not attained to a maximum of 250% of target award. For the 60% awards that vest on March 1, 2013, the performance criteria were satisfied based on 2012 earnings per share, and each NEO will receive 175% of the target award.
|
(4)
|
In connection with his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earn restricted stock units in the event that the Company’s closing stock price for any successive 75 trading day period within 36 months of his start date, exceeds five thresholds: $5.00; $10.00; $15.00; $20.00; and $25.00. For each threshold met, Mr. Wathen would earn 25,000 restricted stock units, up to a maximum of 125,000 units should all five thresholds be met within the 36 month period. If earned, the restricted stock units would vest ratably over a three year period from the date of the grant. Mr. Wathen earned 50,000 restricted stock units during 2010, 25,000 on each of March 24, 2010 and October 21, 2010, respectively, as the Company’s closing stock price met the requirements for the $5.00 and $10.00 thresholds as of those dates. Mr. Wathen earned 25,000 additional restricted stock units on January 21, 2011, as the Company’s closing stock price met the requirements for the $15.00 threshold as of that date. Due to the expiration of the program, Mr. Wathen is not eligible to earn any additional units under this program.
|
(5)
|
On February 26, 2010, Messrs. Zeffiro and Sherbin were granted restricted stock units under the Company’s 2006 Long Term Equity Incentive Plan valued at $200,100 and $150,100, respectively, based on the Common Stock closing price on the grant date, to better align the recipients’ long-term incentive compensation with the market. The restricted stock units vest three years following the date of grant and will be settled in cash based on the closing price as of the vest date.
|
(6)
|
STI payments are made in the year subsequent to which they were earned. Amounts earned under the 2012 STI were approved by the Committee on February 20, 2013. Amount consists of the portion of the award paid in cash. For additional information about STI awards, please refer to the “Grants of Plan-Based Awards in 2012” table.
|
(7)
|
For Messrs. Wathen and Zeffiro, 2010 includes a special one-time cash award of $150,000 and $50,000, respectively, granted by the Committee on February 26, 2010 in recognition of their leadership and performance, which was to be used for the purchase on the open market, on an after-tax basis, of Common Stock.
|
(8)
|
The benefits of the TriMas Benefit Restoration Plan were frozen as of December 31, 2002. Therefore, the above amounts represent only the change in actuarial present value of that frozen benefit.
|
(9)
|
For each of 2010, 2011 and 2012, other compensation for each NEO consists of a perquisite allowance and Company contributions in retirement and 401(k) plans. Specifically, for Messrs. Wathen, Zeffiro, Brooks and Sherbin, each received a perquisite allowance of $55,000 in each of 2012, 2011 and 2010. Mr. Benson received a perquisite allowance of $25,000 in each of 2012, 2011 and 2010. Company contributions into the retirement and 401(k) plans are as follows by NEO: for Mr. Wathen, amounts comprised of $41,200 in 2012, $61,800 in 2011 and $58,400 in 2010 under the TriMas Executive Retirement Program and $17,400 in 2012, $17,200 in 2011 and $17,000 in 2010 under the TriMas Corporation Salaried Retirement Program; for Mr. Zeffiro, $14,800 in 2012, $21,300 in 2011 and $19,300 in 2010 under the TriMas Executive Retirement Program and $16,200 in 2012, $15,900 in 2011 and $13,400 in 2010 under the TriMas Corporation Salaried Retirement Program; for Mr. Benson, amounts comprised of $3,100 in 2012, $2,600 in 2011 and $3,000 in 2010 under the TriMas Executive Retirement Program and $17,500 in 2012, $17,400 in 2011 and $17,700 in 2010 under the TriMas Corporation Salaried Retirement Program; for Mr. Brooks, amounts comprised of $40,400 in 2012, $39,200 in 2011 and $38,100 in 2010 under the TriMas Executive Retirement Program and $26,100 in 2012, $25,700 in 2011 and $25,800 in 2010 under the TriMas Corporation Salaried Retirement Program; for Mr. Sherbin, amounts comprised of $20,700 in 2012, $20,000 in 2011 and $19,000 in 2010 under the TriMas Executive Retirement Program and $16,200 in 2012, $15,900 in 2011 and $15,800 in 2010 under the TriMas Corporation Salaried Retirement Program. See “-Compensation Components-Benefit and Retirement Programs.”
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
|
All Other
Stock Awards:
Number of
Shares of
Stock or
Units (#)
|
|
|
|
Grant Date
Fair Value
of Stock
and Unit
Awards
($)
|
|||||||||||||||||
Name
|
Grant Type
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
Closing Price on Grant Date
($/share)
|
|
||||||||||||
David M. Wathen
|
STI(1)
|
|
|
137,900
|
|
|
788,000
|
|
|
1,713,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock
(2)
|
3/1/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,984
|
|
|
24.33
|
|
|
291,600
|
|
|
Restricted Stock
(3)
|
3/1/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,772
|
|
|
24.33
|
|
|
700,000
|
|
|
Performance Stock Unit
(4)
|
3/1/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,772
|
|
|
68,334
|
|
|
—
|
|
|
24.33
|
|
|
700,000
|
|
|
Performance Stock Unit
(5)
|
3/1/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,049
|
|
|
120,123
|
|
|
—
|
|
|
24.33
|
|
|
1,169,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
A. Mark Zeffiro
|
STI(1)
|
|
|
56,500
|
|
|
322,900
|
|
|
702,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock
(2)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,532
|
|
|
24.33
|
|
|
110,300
|
|
|||
|
Restricted Stock
(3)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,797
|
|
|
24.33
|
|
|
287,000
|
|
|||
|
Performance Stock Unit
(4)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
11,797
|
|
|
28,018
|
|
|
—
|
|
|
24.33
|
|
|
287,000
|
|
|||
|
Performance Stock Unit
(5)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
19,701
|
|
|
49,253
|
|
|
—
|
|
|
24.33
|
|
|
479,300
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Thomas M. Benson
|
STI(1)
|
|
|
14,700
|
|
|
163,000
|
|
|
354,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock
(2)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,335
|
|
|
24.33
|
|
|
32,500
|
|
|||
|
Restricted Stock
(3)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,256
|
|
|
24.33
|
|
|
79,200
|
|
|||
|
Performance Stock Unit
(4)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
3,256
|
|
|
7,733
|
|
|
—
|
|
|
24.33
|
|
|
79,200
|
|
|||
|
Performance Stock Unit
(5)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
5,439
|
|
|
13,598
|
|
|
—
|
|
|
24.33
|
|
|
132,300
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lynn A. Brooks
|
STI(1)
|
|
|
26,600
|
|
|
295,300
|
|
|
642,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock
(2)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,770
|
|
|
24.33
|
|
|
43,100
|
|
|||
|
Restricted Stock
(3)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,209
|
|
|
24.33
|
|
|
102,400
|
|
|||
|
Performance Stock Unit
(4)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
4,209
|
|
|
9,997
|
|
|
—
|
|
|
24.33
|
|
|
102,400
|
|
|||
|
Performance Stock Unit
(5)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
7,030
|
|
|
17,575
|
|
|
—
|
|
|
24.33
|
|
|
171,000
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Joshua A. Sherbin
|
STI(1)
|
|
|
34,400
|
|
|
196,300
|
|
|
427,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||
|
Restricted Stock
(2)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,905
|
|
|
24.33
|
|
|
70,700
|
|
|||
|
Restricted Stock
(3)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,006
|
|
|
24.33
|
|
|
219,100
|
|
|||
|
Performance Stock Unit
(4)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
9,006
|
|
|
21,390
|
|
|
—
|
|
|
24.33
|
|
|
219,100
|
|
|||
|
Performance Stock Unit
(5)
|
3/1/2012
|
|
|
|
|
|
|
|
—
|
|
|
15,040
|
|
|
37,600
|
|
|
—
|
|
|
24.33
|
|
|
365,900
|
|
(1)
|
The amounts above in the Estimated Future Payouts under Non-Equity Incentive Plan Awards column are based on awards pursuant to the STI for each NEO with respect to 2012. While each NEO is required to receive 20% of his award in restricted stock, which vests on the first anniversary of the payment of the cash portion, the above figures include 100% of the threshold, target and maximum awards pursuant to the STI. Upon approval of the total STI award by the Committee, 80% of the award value would be paid in cash while 20% would be awarded in restricted stock based on the Company’s then current stock price. The threshold payout is based on the smallest percentage payout of the smallest metric in the NEO’s composite target bonus and the target award is a specified dollar figure for each NEO. The maximum estimated possible payout for each participant is equal to maximum attainment for each metric.
|
(2)
|
On March 1, 2012, each NEO received a restricted stock award under the 2006 Long Term Equity Incentive Plan related to the 20% of their 2011 STI award that was required to be received in restricted stock. The number of shares was determined based on the Company’s closing stock price as of the grant date. The shares vest one year from date of grant. The grant date fair value of these shares was included in the 2011 Stock Awards column of the Summary Compensation Table, as the value was based on 2011 Company performance.
|
(3)
|
On March 1, 2012, each NEO received time-based restricted stock awards under the 2006 Long Term Equity Incentive Plan which vest ratably over a three year period.
|
(4)
|
On March 1, 2012, each NEO received performance-based awards under the 2006 Long Term Equity Incentive Plan which cliff-vest after three years and are subject to a targeted earnings per share growth rate (75% of value) and cumulative cash flow generated (25% of value) over the performance period. Attainment of these awards can vary from zero percent if the lowest milestone is not attained to a maximum of 237.5% of the target award.
|
(5)
|
On March 1, 2012, each NEO received performance-based Transitional LTI awards under the 2011 TriMas Corporation Omnibus Incentive Compensation Plan, 60% of which vest after one year and 40% of which vest after two years. Attainment of these awards is based on earnings per share for 2012 and 2013. Attainment of these awards can vary from zero percent if the lowest milestone is not attained to a maximum of 250% of target award. For the 60% awards that vest on March 1, 2013, the performance criteria were satisfied based on 2012 earnings per share, and each NEO will receive 175% of the target award.
|
|
|
|
|
Option Awards
|
|
Share Awards
|
||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares
or Units
of Stock that
have not
Vested (#)
(2)
|
|
Market Value
of Shares or
Units of Stock
that have not
Vested
$
(3)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
that have
not
Vested
(#)
(2)(4)(5)
|
|
Equity
Incentive
Plan Awards:
Market Value
or Payout
of Shares,
Units
or Other
Rights
that have not
Vested
$
(3)
|
||||||||
David M. Wathen
|
|
1/13/09
|
|
66,667
|
|
|
—
|
|
|
1.38
|
|
|
1/12/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/24/10
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,334
|
|
|
233,400
|
|
|
—
|
|
|
—
|
|
|
|
10/21/10
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,334
|
|
|
233,400
|
|
|
—
|
|
|
—
|
|
|
|
1/21/11
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,667
|
|
|
466,800
|
|
|
—
|
|
|
—
|
|
|
|
2/24/11
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,000
|
|
|
1,176,400
|
|
|
|
3/1/12
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,984
|
|
|
335,700
|
|
|
—
|
|
|
—
|
|
|
|
3/1/12
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,772
|
|
|
805,900
|
|
|
28,772
|
|
|
805,900
|
|
|
|
3/1/12
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,049
|
|
|
1,345,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
A. Mark Zeffiro
|
|
2/26/10
(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,850
|
|
|
920,100
|
|
|
—
|
|
|
—
|
|
|
|
2/24/11
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,000
|
|
|
588,200
|
|
|
|
3/1/12
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,532
|
|
|
126,900
|
|
|
—
|
|
|
—
|
|
|
|
3/1/12
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,797
|
|
|
330,400
|
|
|
11,797
|
|
|
330,400
|
|
|
|
3/1/12
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,701
|
|
|
551,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Thomas M. Benson
|
|
10/1/05
|
|
33,330
|
|
|
—
|
|
|
23.00
|
|
|
9/30/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/9/09
|
|
12,500
|
|
|
—
|
|
|
1.01
|
|
|
3/8/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/1/12
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,335
|
|
|
37,400
|
|
|
—
|
|
|
—
|
|
|
|
3/1/12
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,256
|
|
|
91,200
|
|
|
3,256
|
|
|
91,200
|
|
|
|
3/1/12
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,439
|
|
|
152,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lynn A. Brooks
|
|
3/9/09
|
|
22,333
|
|
|
—
|
|
|
1.01
|
|
|
3/8/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/1/12
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
1,770
|
|
|
49,600
|
|
|
—
|
|
|
—
|
|
|
|
3/1/12
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
4,209
|
|
|
117,900
|
|
|
4,209
|
|
|
117,900
|
|
|
|
3/1/12
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
—
|
|
|
—
|
|
|
7,030
|
|
|
196,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Joshua A. Sherbin
|
|
4/1/05
|
|
55,000
|
|
|
—
|
|
|
23.00
|
|
|
3/31/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/26/10
(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
24,640
|
|
|
690,200
|
|
|
—
|
|
|
—
|
|
|
|
2/24/11
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
—
|
|
|
—
|
|
|
11,680
|
|
|
327,200
|
|
|
|
3/1/12
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
2,905
|
|
|
81,400
|
|
|
—
|
|
|
—
|
|
|
|
3/1/12
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
9,006
|
|
|
252,300
|
|
|
9,006
|
|
|
252,300
|
|
|
|
3/1/12
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
—
|
|
|
—
|
|
|
15,040
|
|
|
421,300
|
|
(1)
|
Stock options that have been granted under the 2006 and 2002 Long Term Equity Incentive Plans vested over a period of three to seven years. All stock options are currently vested.
|
(2)
|
All awards in this column relate to restricted stock and performance unit grants awarded under the 2006 Long Term Equity Incentive Plan and the 2011 TriMas Corporation Omnibus Incentive Compensation Plan.
|
(3)
|
The market value is based on the stock price as of December 31, 2012 ($28.01) multiplied by the number of share or unit awards granted.
|
(4)
|
In connection with his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earn restricted stock units in the event that the Company’s closing stock price for any successive 75 trading day period within 36 months of his start date, exceeded five thresholds: $5.00; $10.00; $15.00; $20.00; and $25.00. For each threshold met, Mr. Wathen would earn 25,000 restricted stock units, up to a maximum of 125,000 should all five thresholds be met within the 36 month period. If earned, the restricted stock units would vest ratably over a three year period from the date of the grant. Mr. Wathen earned 50,000 restricted stock units during 2010, 25,000 on each of March 24, 2010 and October 21, 2010, respectively, and 25,000 on January 21, 2011, as the Company’s closing stock price met the requirements for the $5.00, $10.00 and $15.00 thresholds as of those dates. No additional grants were earned prior to the expiry of the 36 month period, which ended on January 13, 2012.
|
(5)
|
On February 24, 2011, Messrs. Wathen, Zeffiro, Sherbin and Zalupski were granted three types of restricted stock units: one based on a $2.00 EPS target, one based on a $30 Company stock price target and one based on a $35 Company stock price target. Each of these NEO’s received 50% of the restricted stock units for the $2.00 EPS target, and 25% each on the $30 and $35 Company stock price target. Upon achieving at least $2.00 of cumulative earnings per share for any consecutive four financial quarters beginning April 1, 2011 through September 30, 2013, 50% of the restricted stock units will vest on the business day immediately following the release of earnings for the quarter in which the EPS performance measure is met and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Upon the Company’s stock price closing at or above $30 and $35 per share for 30 consecutive trading days with the last such trading day occurring on or prior to September 30, 2013, 50% of the restricted stock units will vest immediately on the close of the business day on which such trading threshold is satisfied and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Vesting for each of the three restricted stock unit awards is dependent on continued employment with the Company as of each vesting date. The Company has not met any of the thresholds for these units to vest as of December 31, 2012.
|
(6)
|
On March 1, 2012, each NEO received a restricted stock award related to the 20% of their 2011 STI award that was required to be received in restricted stock. The number of shares was determined based on the Company's closing stock price as of the grant date. The shares vest one year from date of grant.
|
(7)
|
On March 1, 2012, each NEO received a restricted stock and a performance stock unit award as a part of the Company’s 2012 LTI awards. See the “Grants of Plan-Based Awards in 2012” table for details on the grants, including vesting terms.
|
(8)
|
On March 1, 2012, each NEO received a performance stock unit award as a part of the Company’s 2012 Transitional LTI awards. See the “Grants of Plan-Based Awards in 2012” table for details on the grants, including vesting terms.
|
(9)
|
On February 26, 2010, Messrs. Zeffiro and Sherbin were granted 32,850 and 24,640 restricted stock units, respectively, to better align the recipients’ long-term incentive compensation with the market. The restricted stock units vest three years following the date of grant and will be settled in cash based on the closing price as of the vest date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise
(#) |
|
Value Realized
on Exercise
($)
(1)
|
|
Number of Shares Acquired on Vesting
(#) |
|
Value Realized
on Vesting
($)
(2)
|
||||
David M. Wathen
|
|
—
|
|
|
—
|
|
|
41,286
|
|
|
948,900
|
|
A. Mark Zeffiro
|
|
30,000
|
|
|
661,600
|
|
|
5,993
|
|
|
145,800
|
|
Thomas M. Benson
|
|
—
|
|
|
—
|
|
|
2,622
|
|
|
63,800
|
|
Lynn A. Brooks
|
|
203,760
|
|
|
1,251,900
|
|
|
4,963
|
|
|
120,700
|
|
Joshua A. Sherbin
|
|
29,167
|
|
|
642,600
|
|
|
3,913
|
|
|
95,200
|
|
(1)
|
Calculated by multiplying the number of shares acquired times the difference between the exercise price and the market price of Common Stock at the time of exercise.
|
(2)
|
Calculated by multiplying the number of shares acquired times the closing price of Common 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).
|
Name
|
|
Plan Name
|
|
Number of Years of
Credited Service |
|
Present Value of
Accumulated
Benefit
(1)
|
Lynn A. Brooks
|
|
TriMas Benefit Restoration Plan
|
|
33
|
|
$243,400
|
(1)
|
The Benefits of the TriMas Benefits Restoration Pension Plan were frozen as of December 31, 2002. Any changes in the present value of the accumulated benefits represent only changes in actuarial assumptions used in calculating the present value of those benefits.
|
Name
|
|
Executive Contributions in Last Fiscal Year ($)
|
|
Registrant
Contributions in
Last Fiscal Year
($)
(1)
|
|
Aggregate
Earnings in Last
Fiscal Year
($)
(2)
|
|
Aggregate Withdrawals/ Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year-End ($)
|
|||||
David M. Wathen
|
|
—
|
|
|
41,200
|
|
|
18,100
|
|
|
—
|
|
|
208,200
|
|
A. Mark Zeffiro
|
|
—
|
|
|
14,800
|
|
|
9,500
|
|
|
—
|
|
|
87,500
|
|
Thomas M. Benson
|
|
—
|
|
|
3,100
|
|
|
1,400
|
|
|
—
|
|
|
14,500
|
|
Lynn A. Brooks
|
|
63,800
|
|
|
40,400
|
|
|
58,400
|
|
|
—
|
|
|
542,100
|
|
Joshua A. Sherbin
|
|
—
|
|
|
20,700
|
|
|
19,600
|
|
|
—
|
|
|
155,900
|
|
(1)
|
Represents the Company’s contributions to the TriMas Executive Retirement Program. These contributions are included in the column titled “All Other Compensation” in the 2012 Summary Compensation Table.
|
(2)
|
In addition to earnings on the TriMas Executive Retirement Program, the amount for Mr. Brooks includes earnings attributable to his participation in the Benefit Restoration Plan. Any changes in the value of the accumulated benefits represent only changes in average performance of the Fidelity Freedom Funds.
|
(1)
|
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s properties or assets, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than Heartland or any of its affiliates;
|
(2)
|
the adoption of a plan relating to the liquidation or dissolution of the Company (except as required to conform with Section 409A of the Code);
|
(3)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than Heartland or any of its affiliates, or an otherwise defined permitted group, becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s Common Stock, measured by voting power rather than number of shares; or
|
(4)
|
the first day on which a majority of the members of the Board of Directors are not Continuing Directors. A “Continuing Director” means any member of the Board who (a) has been a member of the Board of Directors throughout the immediately preceding twelve (12) months, or (b) was nominated for election, or elected to the Board of Directors with the approval of the Continuing Directors who were members of the Board at the time of such nomination or election, or designated as a Director under the Company’s Shareholders Agreement.
|
|
|
Involuntary termination by Company without cause or termination by executive for good reason
($) |
|
Involuntary termination by Company for cause
($) |
|
Qualifying termination in connection with a change of control
($) |
|
Death
$
(4)
|
|
Termination as a result of disability
$
(5)
|
|||||
David M. Wathen
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash payments
(1)
|
|
2,188,000
|
|
|
—
|
|
|
4,464,000
|
|
|
788,000
|
|
|
788,000
|
|
Value of restricted stock
(2)
|
|
2,613,800
|
|
|
—
|
|
|
4,227,000
|
|
|
4,227,000
|
|
|
4,227,000
|
|
Value of stock options
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement services
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
Medical benefits
|
|
33,400
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
|
—
|
|
Total
|
|
4,885,200
|
|
|
—
|
|
|
8,791,000
|
|
|
5,065,000
|
|
|
5,015,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
A. Mark Zeffiro
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash payments
(1)
|
|
753,400
|
|
|
—
|
|
|
2,260,200
|
|
|
322,900
|
|
|
322,900
|
|
Value of restricted stock
(2)
|
|
1,620,800
|
|
|
—
|
|
|
2,259,800
|
|
|
2,259,800
|
|
|
2,259,800
|
|
Value of stock options
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement services
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
Medical benefits
|
|
16,700
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
|
—
|
|
Total
|
|
2,420,900
|
|
|
—
|
|
|
4,600,000
|
|
|
2,632,700
|
|
|
2,582,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Thomas M. Benson
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash payments
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Value of restricted stock
(2)
|
|
208,800
|
|
|
—
|
|
|
372,100
|
|
|
372,100
|
|
|
372,100
|
|
Value of stock options
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement services
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Medical benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
208,800
|
|
|
—
|
|
|
372,100
|
|
|
372,100
|
|
|
372,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lynn A. Brooks
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash payments
(1)
|
|
750,100
|
|
|
—
|
|
|
2,250,300
|
|
|
295,300
|
|
|
295,300
|
|
Value of restricted stock
(2)
|
|
271,000
|
|
|
—
|
|
|
482,300
|
|
|
482,300
|
|
|
482,300
|
|
Value of stock options
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement services
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
Medical benefits
|
|
16,700
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
|
—
|
|
Total
|
|
1,067,800
|
|
|
—
|
|
|
2,812,600
|
|
|
827,600
|
|
|
777,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Joshua A. Sherbin
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash payments
(1)
|
|
588,800
|
|
|
—
|
|
|
1,766,400
|
|
|
196,300
|
|
|
196,300
|
|
Value of restricted stock
(2)
|
|
1,211,300
|
|
|
—
|
|
|
1,697,300
|
|
|
1,697,300
|
|
|
1,697,300
|
|
Value of stock options
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outplacement services
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
Medical benefits
|
|
16,700
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
|
—
|
|
Total
|
|
1,846,800
|
|
|
—
|
|
|
3,543,700
|
|
|
1,943,600
|
|
|
1,893,600
|
|
(1)
|
Comprised of base salary as of December 31, 2012 and STI payments.
|
(2)
|
Restricted stock includes time-based and performance-based shares, with the number of performance-based shares considered assuming the target metric would be achieved. Restricted stock is valued at the market price of the Common Stock of $28.01 at December 31, 2012. Messrs. Wathen, Zeffiro, Benson, Brooks and Sherbin had
93,315
,
57,864
,
7,453
,
9,676
and
43,247
shares, respectively, that would have been vested upon termination as of December 31, 2012, and
150,912
,
80,677
,
13,286
,
17,218
and
60,597
shares, respectively, that would have been vested upon a change of control.
|
(3)
|
All stock options held by the NEO's as of December 31, 2012 were exercisable, so no incremental benefit would be earned should one of the above events occur. Messrs. Wathen, Zeffiro, Benson, Brooks and Sherbin had
66,667
,
0
,
45,830
,
22,333
and
55,000
stock options, respectively, as of December 31, 2012.
|
(4)
|
With respect to death, the Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid STI awards, terminate as of the date of the Executive’s death. Equity awards become 100% vested upon death. Executive’s dependents are eligible to receive reimbursement for the employee portion of COBRA premiums for a period not to exceed thirty-six (36) months after the Executive’s date of death.
|
(5)
|
With respect to disability, the Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid annual STI awards, terminate on the earlier of (a) six (6) months after the disability related termination or (b) the date Executive receives benefits under the Company’s long-term disability program. Equity awards become 100% vested upon the disability termination.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
For
|
|
Withhold
|
|
For All
|
|
|
All
|
|
All
|
|
Except
|
1.
Election of Directors
|
|
o
|
|
o
|
|
o
|
Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 Marshall A. Cohen
|
|
|
|
|
|
|
02 David M. Wathen
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
2.
|
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
|
|
o
|
|
o
|
|
o
|
|
|
For
|
|
Against
|
|
Abstain
|
|
3.
|
The increase in the number of shares reserved for issuance under the 2011 TriMas Corporation Omnibus Incentive Compensation Plan by 2,000,000 shares.
|
|
o
|
|
o
|
|
o
|
|
|
Yes
|
|
No
|
Please indicate if you plan to attend this meeting
|
|
o
|
|
o
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|