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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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TriMas Corporation
(Name of Registrant as Specified In Itsin its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)
   
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TriMas Corporation

NOTICE OF 20122015 ANNUAL MEETING OF SHAREHOLDERS
To be held May 10, 201213, 2015

To the Shareholders of TriMas Corporation:
The 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (the "Company"“Company”) will be held on Thursday,Wednesday, May 10, 201213, 2015 at TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130 Bloomfield Hills, Michigan 48304, at 8:00 a.m., Eastern Time, for the following purposes:
1.To elect twothree directors to serve until the Annual Meeting of Shareholders in 2015;2018;
2.To ratify the appointment of KPMGDeloitte & Touche LLP (“Deloitte”) as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2012;2015; and
3.To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 14, 201216, 2015 as the record date (“Record Date”) for determining the shareholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.
 By Order of the Board of Directors
  
 /s/ Joshua A. Sherbin
 Joshua A. Sherbin
Vice President, General Counsel and Corporate Secretary
Bloomfield Hills, Michigan
This notice of Annual Meeting, and proxy statement and form of proxy are being distributed and made available on or about April 3, 2012.7, 2015.
Even if you intend to be present at the Annual Meeting in person, please sign and date the enclosed proxy card or voting instruction card and return it in the accompanying envelope, or vote via telephone or Internet (as indicated on your proxy card or voting instruction card), to ensure the presence of a quorum. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 201213, 2015

The Proxy Statement and 20112014 Annual Report of TriMas Corporation are available at:
http://www.trimascorp.com/2012proxyir.trimascorp.com/2015proxy







TriMas Corporation





Dear Fellow Shareholders,

As stewards of your Company, we focus on achieving long-term performance objectives and creating value for our shareholders through the execution of our focused business strategies, risk management, talent and succession planning, and oversight.

2014 was a year in which we launched a set of transformational improvements for TriMas. While we faced some external challenges, we have taken many actions to improve our company going forward. The tactics we employ may differ between years, but our strategic priorities remain consistent: generating profitable growth, enhancing profit margins, optimizing capital and resource allocation and striving to be a great place for our employees to work. We are focused on the areas that we believe will drive value for our customers, employee and shareholders. We believe we are well-positioned for a successful future.

39400 Woodward Avenue, Suite 130Together with this proxy, we encourage you to view our company online at www.trimascorp.com and read our 2014 Annual Report. There you will find a more complete picture of our performance and how we are working to increase shareholder value.
Bloomfield Hills, Michigan 48304
Finally, we want to encourage you to vote - regardless of the size of your holdings. Every vote is important and your participation helps us do a better job of listening and acting on what matters to you as a shareholder. You can cast your vote online, by telephone, or by using a printed proxy card as outlined in this document.

On behalf of all of us at TriMas, we want to thank you for your continued support and ownership of TriMas.



/s/ Samuel Valenti/s/ David Wathen
Samuel Valenti III                    David Wathen
Chairman of the Board                President and Chief Executive Officer




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PROXY STATEMENT FOR 20122015 ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains information regarding the 2015 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) of TriMas Corporation (the "Company"“Company”) to be held at 8:00 a.m., Eastern Time, on Thursday,Wednesday, May 10, 201213, 2015 at TriMas headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304. The Company'sCompany’s Board of Directors (the "Board"“Board”) is soliciting proxies for use at such meeting and at any adjournment or postponement of such meeting. The Company first mailed this proxy statement to its shareholders on or about April 3, 2012.7, 2015. The Company will bear the cost of soliciting proxies.

ABOUT THE MEETINGProxy Summary

What is the purposeThis summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the Annual Meeting?
At the Annual Meeting, holders of the Company's common stock (the "Voting Stock") will act upon the matters outlined in the accompanying Notice of Annual Meeting, including: to elect two directors to serve until the Annual Meeting in 2015; to ratify the appointment of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012; and to transact such other business as may properly come before the meeting.
In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders. The Company expects that representatives of KPMG, the Company's independent registered public accounting firm for 2011, will be present at the Annual Meeting and will be available to respond to appropriate questions and if they desire, to make a statement.
Who is entitled to vote?
Only record holders of Voting Stock at the close of business on the record date of March 14, 2012 (the "Record Date") are entitled to receive notice of the Annual Meeting and to vote those shares of Voting Stock that they held on the Record Date. Each outstanding share of Voting Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.
What counts as Voting Stock?
The Company's common stock constitutes the Voting Stock of the Company. As of March 14, 2012, there were no outstanding shares of preferred stock of the Company.
What constitutes a quorum?
For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Voting Stock outstanding on the Record Date will constitute a quorum for all purposes. As of the Record Date, 35,177,409 shares of Voting Stock were outstanding. Broker non-votes (defined below), and proxies marked with abstentions or instructions to withhold votes, will be counted as present in determining whether there is a quorum.
What is the difference between holding shares as a shareholder of record and being a beneficial owner?
Shareholders of Record.    If, at the close of business on the Record Date, your shares are registered directly in your name with the Company's transfer agent, The Registrar and Transfer Company, you are considered the shareholder of record with respect to those shares, and these proxy materials (including a proxy card) are being sent directly to you by the Company. As a shareholder of record, you have the right to grant your voting proxy directly to the Company through the enclosed proxy card or to vote in person at the Annual Meeting.
Beneficial Owners.    If, at the close of business on the Record Date, your shares were not issued directly in your name, but were held in a stock brokerage account or by a bank, trustee or other nominee, you are considered the beneficial owner of shares, and these proxy materials (including a voting instruction card) are being forwarded to you by your broker, trustee, bank or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, trustee, bank or nominee on how to vote the shares in your account and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you request and obtain a proxy from your broker, trustee, bank or nominee. Your broker, trustee, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, trustee, bank or nominee on how to vote your shares.



How do I vote?
        Shareholders of Record.    If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your proxy card). If you attend the Annual Meeting, you may deliver your completed proxy card in person or vote by ballot.
        Beneficial Owners.    If you complete and properly sign the accompanying voting instruction card and return it to your broker, trustee, bank or other nominee, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your voting instruction card). If you want to vote your shares at the Annual Meeting, you must request and obtain a proxy from such broker, trustee, bank or other nominee confirming that you beneficially own such shares and giving you the power to vote such shares.
Can I change my vote after I return my proxy card or voting instruction card?
        Shareholders of Record.    You may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary of the Company, at 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, either written notice revoking the proxy or a properly signed proxy that is dated later than the proxy card. If you attend the Annual Meeting, the individuals named as proxy holders in the enclosed proxy card will nevertheless have authority to vote your shares in accordance with your instructions on the proxy card unless you properly file such notice or new proxy.
        Beneficial Owners.    If you hold your shares through a bank, trustee, broker or other nominee,information you should contact such person to submit new voting instructions prior toconsider. You should read the time such voting instructions are exercised.entire Proxy Statement carefully before voting.
How will my shares be voted?
General Information
Shareholders of Record.All shares represented by the proxies mailed to shareholders will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where no instructions are given, the shares will be voted: (1) in favor of the election of the Board of Directors’ nominees for two directors; and (2) for the ratification of the appointment of the Company's independent registered public accounting firm for the year ending December 31, 2012.: Annual Meeting of Shareholders
Meeting Location: TriMas Corporation Headquarters
Date: 8:00 a.m. Eastern Time on Wednesday, May 13, 2015
Record Date: March 16, 2015
Common Shares Outstanding as of Record date: 45,291,517
Stock Symbol: TRS
Stock Exchange: NASDAQ
Registrar and Transfer Agent: Computershare
State and Year of Incorporation: Delaware (1986)
Corporate Headquarters: 39400 Woodward Avenue, Ste. 130
Bloomfield Hills, Michigan 48304
Corporate Website: www.trimascorp.com
Investor Relations Website: investor.trimascorp.com
Corporate Governance
Board Meetings in fiscal 2014: 8
Standing Board Committees (Meetings in fiscal 2014): Audit 5; Compensation 8; and Governance and Nominating 4
Separate Chair and CEO: Yes
Board Independence: 8 of 9 directors
Independent Directors Meet without management: Yes
Staggered Board: Yes
Shareholder Rights Plan: No
Simple Majority to Amend Charter and Bylaws: Yes
Director and Officer Share Ownership Guidelines : Yes
Hedging, Pledging and Short Sale Policy: Yes
Beneficial Owners.   The brokers, banks, or nominees holding shares for beneficial owners must vote those shares as instructed, and if no instructions from the beneficial owner are received on a matter deemed to be non-routine, they may not vote the shares on that matter (referred to as a “broker non-vote”). Under applicable law, a broker, bank, or nominee has the discretion to vote on routine matters, such as the ratification of the appointment of the Company's independent registered public accounting firm, but does not have discretion to vote for or against the election of directors. Voting Stock subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum but the broker non-votes will not be considered votes cast with respect to that proposal. In order to avoid a broker non-vote of your shares on this proposal, you must send voting instructions to your bank, broker, or nominee.
How may I obtain an additional copy of the proxy materials?
Items to be Voted On
Proposal No. 1: Election of three directors
Proposal No. 2: Ratify the appointment of Deloitte & Touche LLP
as our independent registered public accounting firm for fiscal 2015.
Board Recommendation
FOR
FOR
If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now, please request the additional copy by contacting TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506. A separate set of proxy materials will be sent promptly following receipt of your request.
If you are a shareholder of record and wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.
Executive Compensation
CEO:  David M. Wathen (age 62; tenure as CEO: six years)
Fiscal 2014 CEO Total Direct Compensation:
Base Salary:  $731,900
Short-Term Incentive: $518,700
Long-Term Incentives:  $2,413,800
Key Elements of our Executive Compensation Program:
•
Competitive Base Salary: represented 19% of our CEO's and, on average, 37% of our other NEOs' target compensation for 2014.
•
Short-Term Incentive: represented 21% of our CEO’s and, on average, 23% of our other NEOs’ target compensation for 2014.
•
Long-Term Equity Incentives comprised of: 50% performance stock units (three-year cliff vesting; shares earned, if any, vary based on Company performance over a three fiscal year period); and 50% service-based restricted stock (vests in three equal installments on the first three anniversaries of the grant date of the award). These long-term equity incentives represented the greatest portion of 2014 target compensation, at 60% for our CEO and 40% for our other NEOs (on average).
Recoupment Policy:  Yes
If you are the beneficial owner of shares held through a broker, trustee or other nominee and you wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.
What does it mean if I receive more than one proxy card or voting instruction card?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or the Company's transfer agent. Please sign and deliver each proxy card and voting instruction card that you receive to ensure that all of your shares will be voted. We recommend that you contact your nominee and/or the Company's transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.


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What are the Board's recommendations?
        The Board recommends a vote:
Proposal 1—FOR the election of the nominated slate of directors.
Proposal 2—FOR the ratification of the appointment of KPMG as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.
What vote is required to approve each item?
Proposal 1 - Election of Directors.
The two nominees who receive the most votes cast at the Annual Meeting will be elected as directors. The slate of directors discussed in this proxy statement consists of two directors whose terms are expiring and who have consented to stand for re-election. A properly signed proxy with instructions to withhold authority with respect to the election of one or more directors will not be voted for the director(s) so indicated.
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm.
The affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting will be necessary to ratify the Audit Committee's appointment of KPMG as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. Abstentions will have the same effect as a vote against the matter. Although shareholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.
Who pays for the solicitation of proxies?
The accompanying proxy is being solicited by the Company's Board of Directors. The Company will bear the cost of soliciting the proxies. Officers and other management employees of the Company will receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interview and/or telephone.
What will happen if other matters are raised at the meeting?
If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will require the affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting. The Board of Directors does not propose to conduct any business at the Annual Meeting other than as stated above.
How can I access the Company's proxy materials and annual report on Form 10-K?
The Financial Information subsection under "Investors" on the Company's website, http://www.trimascorp.com, provides access, free of charge, to Securities and Exchange Commission ("SEC") reports as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports.
The Company has posted printable and searchable 2012 proxy materials to the Company's website at http://www.trimascorp.com/2012proxy. A copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Company's executive offices: TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.
        You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company, at http://www.sec.gov.
        The references to the website address of the Company and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement.
Is a registered list of shareholders available?
        The names of shareholders of record entitled to vote at the Annual Meeting will be available to shareholders entitled to vote at the meeting on Thursday, May 10, 2012 at the Company's headquarters.
Fiscal 2014 Highlights
•
Achieved record net sales of approximately $1.5 billion, an increase of 8.0%, with sales growth in all six business segments.
•
Generated increased levels of Cash Flows from Operating Activities for 2014 of $123.4 million, an increase of 40.1% as compared to 2013, while continuing to invest in capital expenditures, working capital in acquisitions, and future growth and productivity programs.
•
Continued to refine the business portfolio including the completion of acquisitions in Packaging and Aerospace, and exiting the Company's defense business.
•
Launched margin enhancement programs designed to optimize manufacturing footprint, exit lower margin products and geographies, and achieve synergies from previous acquisitions.
•
Announced plan to separate into two public companies via a tax-free spin-off of Cequent businesses; targeted completion during mid-2015.


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How do I find out the voting results?
        Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published by the Company in a Current Report on Form 8-K.
Who will serve as the inspector of elections?
        The inspector of elections will be a representative from an independent firm, Broadridge Investor Communication Solutions, Inc.
How and when may I submit a shareholder proposal for the 2013 Annual Meeting of Shareholders?
        Requirements for shareholder proposal to be considered at the 2013 Annual Meeting by inclusion in the Company's proxy statement.    You may submit proposals for consideration at future shareholder meetings. For a shareholder proposal to be considered for inclusion in the Company's proxy statement for the Annual Meeting next year, the Corporate Secretary must receive the written proposal at the Company's principal executive offices no later than December 7, 2012. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
TriMas Corporation
Vice President, General Counsel and Corporate Secretary
39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
Fax: (248) 631-5413
        Requirements for shareholder proposal to be considered at the 2013 Annual Meeting, but not included in the Company's proxy statement.    For a shareholder proposal that is intended to be considered at the 2013 Annual Meeting, but not included in the Company's proxy statement, the shareholder must give timely notice to the Corporate Secretary, which, in general, requires that the notice be received by the Corporate Secretary not later than the close of business on February 10, 2013.
        In addition to the timing requirements stated above, any shareholder proposal to be brought before the 2013 Annual Meeting must set forth (a) a brief description of the business desired to be brought before the 2013 Annual Meeting and the reasons for conducting such business, (b) the name and address, as they appear on the Company's books, of the shareholder proposing such business, (c) the number of shares of the Company's Voting Stock that are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) any additional information that is required to be provided by the shareholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
        If the date of the 2013 Annual Meeting is moved more than 30 days before or 60 days after the anniversary of the 2012 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in the Company's proxy statement under Rule 14a-8 must be received not later than the close of business on the later of the following two dates:
45 days prior to the 2013 Annual Meeting; and
10 days after public announcement of the 2013 Annual Meeting date.


PROPOSAL 1—1 — ELECTION OF DIRECTORS
The Board of Directors currently consists of six members serving three-year staggered terms.
The Board of Directors is divided into three classes, each class consisting of approximately one-third of the Company'sCompany’s directors. Class III directors'directors’ terms will expire at the 2012 Annual Meeting. Messrs. Nick L. Stanage, Daniel P. Tredwell and Samuel Valenti and TredwellIII have consented to stand for re-election to serve until the 20152018 Annual Meeting.Meeting of Shareholders. If eitherany of them should become unavailable, the Board may designate a substitute nominee. In that case, the proxy holders named as proxies in the accompanying proxy card will vote for the Board'sBoard’s substitute nominee.
On February 24, 2015, the Company and Engaged Capital, LLC (“Engaged”) and various parties affiliated with Engaged entered into an agreement regarding the appointment of a new director. Under the terms of the agreement, the Board appointed Mr. Herbert K. Parker, as a new Class II director, effective as of February 24, 2015.
THE COMPANY'SCOMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE "“FOR" FOR”EACH OF THE TWOTHREE DIRECTORS LISTED BELOW WHO STANDS FOR RE-ELECTION, TO SERVE UNTIL THE 20152018 ANNUAL MEETING.
Vote Required
The twothree individuals who receive the most votes cast at the Annual Meeting will be elected as directors, provided a quorum of at least a majority of the outstanding shares of the Company’s common stock (the “Common Stock”) is represented at the meeting. If you abstain from

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voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this "non-routine"“non-routine” proposal, your broker does not have authority to vote your shares.shares (referred to as a “broker non-vote”). Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the election of directors.
Additional information regarding the directors and director nominees of the Company is set forth below.
Directors and Director Nominees
The Board of Directors currently consists of sixnine members divided into three classes serving staggered terms.
Name Age Title 
Term
Ending
 Age Title Term
Ending
Nick L. Stanage (1)
 56 Director 2015
Daniel P. Tredwell(1)
 53
 Director 2012 56 Director 2015
Samuel Valenti III(1)
 66
 Chairman of the Board of Directors 2012 69 Chair of the Board of Directors 2015
Marshall A. Cohen 80 Director 2016
Nancy S. Gougarty 59 Director 2016
David M. Wathen 59
 Director, President and Chief Executive Officer 2013 62 Director, President and Chief Executive Officer 2016
Marshall A. Cohen 77
 Director 2013
Richard M. Gabrys 70
 Director 2014 73 Director 2017
Eugene A. Miller 74
 Director 2014 77 Director 2017
Herbert K. Parker (2)
 57 Director 2017


(1) 
Standing for re-election at the 2012 Annual Meeting.
(2)
Appointed February 24, 2015 with initial term expiring 2017.
Director Background and Qualifications.Qualifications
The following sets forth the business experience during at least the past five years of each Director nominee and each of the directors whose term of office will continue after the Annual Meeting.
In addition, the following includes a brief discussion of the specific experience, qualifications, attributes and skills that led to the conclusion that the Directors and nominees should serve on the Board at this time. The NominatingCorporate Governance and Corporate GovernanceNominating Committee considers the experience, mix of skills and other qualities of the existing Board to ensure appropriate Board composition. The NominatingCorporate Governance and Corporate GovernanceNominating 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

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includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company'sCompany’s business.
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 fourseven independent directors in accordance with the applicable rules of 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.
Nick L. Stanage
Director since 2013
Age 56
Professional Experience
In November 2009, Mr. Stanage joined Hexcel Corporation, a worldwide manufacturer of advanced material solutions, carbon fiber, reinforcement fabrics and tooling materials, as president. In 2012, he became chief operating officer and in 2013 he was appointed chief executive officer. Prior to joining Hexcel, Mr. Stanage served as president of the heavy vehicle products group at Dana Holding Corporation, a manufacturer of high quality automotive product solutions, 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.), a provider of energy, chemical and mechanical technology solutions.
Other Boards and Appointments
In August 2013, Mr. Stanage joined the board of directors of Hexcel and in January 2014 he was appointed board chair.
Director Qualifications
Mr. Stanage brings extensive knowledge and experience in executive leadership and operational and management issues relevant to manufacturing environments. He has subject matter expertise in the areas of engineering and production.
Daniel P. Tredwell.Tredwell
Director since 2002
Age 56
Professional Experience
Mr. Tredwell is one of the co-founders of Heartland Industrial Partners, L.P., an investment firm, and has served as its managing member since 2006. Mr. Tredwell has also served as the managing member of CoveView Advisors LLC, an independent financial advisory firm, since 2009 and Cove View Capital LLC, a credit opportunities investment fund, since 2009. He has almost three decades of private equity and investment banking experience. Mr. Tredwell served as a managing director at Chase Securities Inc., an investment banking, security brokerage and dealership service company (and predecessor of J.P. Morgan Securities, Inc.), until 1999 and had been with Chase Securities since 1985.
Other Boards and Appointments
Mr. Tredwell was electedis a director of Companhia de Tecidos Norte De Minas (Coteminas) and Springs Global Participações S.A., each of which are Brazil based manufacturers of textiles and textile products. From 2001 to 2013, Mr. Tredwell served on the board and as onechairman of the Company's directors in June 2002. compensation committee of Springs Industries, Inc., and from 2000 to 2010, he served on the board of Metaldyne Corporation, and was also a board and audit committee member for its successor, Asahi Tec Corporation of Japan, each designers and suppliers of metal formed components. Mr. Tredwell chairs the compensation committee for Springs Global Participações S.A.
Director Qualifications
Mr. Tredwell has extensive knowledge and subject matter expertise in financialfinance, banking, acquisitions and banking matters. Mr. Tredwell is the Managing Member,divestitures, economics, asset management and one of the co-founders of Heartland Industrial Partners, L.P. (“Heartland”). Mr. Tredwell is also the Managing Member of CoveView Advisors LLC, an independent financial advisory firm, and Cove View Capital LLC, a credit opportunities investment fund. He has more than two decades of private equity and investment banking experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. (a predecessor of J.P. Morgan Securities, Inc.) until 1999 and had been with Chase Securities since 1985. Mr. Tredwell is also a director of Springs Industries, Inc., and Springs Global Participações S.A. From November 2000 to January 2010, Mr. Tredwell servedbusiness development. Through his membership on the Board of Metaldyne Corporation, and its successor, Asahi Tec Corporation of Japan. Mr. Tredwell holds a B.A. in Economics from Miami University and an M.B.A. in Finance from the Wharton School.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Tredwell should serve as a director based on his leadership qualities developed from his service as a Managing Director of Chase Securities and the Managing Member of Heartland, the scope of his knowledge of the Company's global operations, the breadth of his experience in auditing, risk management, and corporate oversight while

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serving as a member of the boardsboard of directors of other global corporations (including service as the chair of audit and compensation committees), and his subject matterMr. Tredwell also brings expertise in finance, acquisitionsrisk management, corporate oversight and divestitures, economics, asset management, and business development.audit.

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Samuel Valenti III.III
Chair and director since 2002
Age 69
Professional Experience
Mr. Valenti is currently chair of Valenti Capital LLC. Mr. Valenti was employed by Masco Corporation, a home improvement and building products manufacturer, from 1968 through 2008. From 1988 through 2008, Mr. Valenti was president and a member of the board of Masco Capital Corporation, and was vice president-investments of Masco Corporation from 1974 to 1998.
Other Boards and Appointments
Mr. Valenti was electednamed a director of American Axle & Manufacturing Holdings, Inc. (“AAM”), a manufacturer of automotive driveline and drivetrain components and systems, in October 2013. He also serves as Chairman of the Company's Board of Directors in June 2002 and served as Executive Chairman of the Company's Board from November 2005 through November 2008. Mr. Valenti remains Chairman of the Company's Board. Mr. Valenti has extensive knowledge and expertise in management of diversified manufacturing businesses and financial matters. He was employed by Masco Corporation from 1968 through March 2008. From 1988 through March 2008, Mr. Valenti was President and a member of the board of Masco Capital Corporation,audit committee and was Vice President‑Investments of Masco Corporation from May 1974 to October 1998. Until November 2005, Mr. Valenti also served as a special advisor to Heartland Industrial Partners, L.P., and until July 2006, Mr. Valenti served as a director of Metaldyne Corporation. Mr. Valenti is currently Chairman of Valenti Capital LLC. Mr. Valenti holds a B.A. and Masters in Economics from Western Michigan University.the strategy committee for AAM. Mr. Valenti is the former Chairmanchair of the Investment Advisory Committeeinvestment advisory committee of the $50 billion State of Michigan retirement system and servesserved on the Harvard Business School Advisory Council. He alsocurrently serves on the Advisory Counciladvisory council at the University of Notre Dame and the Advisory Boardadvisory board at the University of Michigan Business School Zell-Lurie Institute. Mr. Valenti is a member of Business Leaders for Michigan and serves as Chairmanchair of the Renaissance Venture Capital Fund.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Valenti should serve as a director based on his leadership experience as the ChairmanDirector Qualifications
As chair of the Company's BoardCompany’s board since 2002 and as an executive atof Masco for forty40 years, Mr. Valenti has extensive knowledge and expertise in the breadthmanagement of his experiences in finance, corporate governance,diversified manufacturing businesses and other areas of oversight while serving as a member of the board of directors of other corporations and his subject matter expertise in the areas of finance, economics, corporate governance and asset management.
David M. Wathen.
Marshall A. Cohen
Director since 2005
Age 80
Professional Experience
Mr. Cohen was counsel (retired) at Cassels Brock & Blackwell LLP, a law firm based in Toronto, Canada, which he joined in 1996. Prior to joining the firm, Mr. Cohen served as president and chief executive officer of the Molson Companies Limited, a leading global brewer, from 1988 to 1996.
Other Boards and Appointments
Mr. Wathen was appointed as the Company's President and Chief Executive Officer and asCohen is a director of TD Ameritrade, an on-line securities broker, where he is a member of the Board on January 13,audit committee and governance committee. From 1988 to 2011, he was a director and member of the compensation and governance committee of Barrick Gold Corporation, a gold mining company; and from 2009 to July 2014 he was a director and a member of the compensation committee and corporate governance committee of Gleacher Securities, Inc., an investment building and capital markets firm.
Director Qualifications
Mr. Cohen has broad experience as a public company director, particularly with regard to governance, compliance, legal matters and other areas of risk oversight. He has extensive knowledge and experience in management with subject matter expertise in government affairs, corporate governance and corporate responsibility.

6


Nancy S. Gougarty
Director since 2013
Age 59
Professional Experience
In July 2013, Ms. Gougarty became president and chief operating officer of Westport Innovations, a global leader in alternative fuel, low-emissions transportation technologies. Ms. Gougarty served as the vice president for TRW Automotive Corporation, a worldwide automotive supplier, operations in the Asia-Pacific region from 2008 to 2012. Joining TRW in 2005, her previous positions included vice president of product planning, business planning and business development, and vice president of braking, electronics and modules for Asia Pacific. Ms. Gougarty has held additional leadership positions in the automotive sector, including managing director for General Motors’ joint venture in Shanghai,
director for Delphi Packard, Asia Pacific, global account director for General Motors, and vice president for Delphi Automotive Systems, Japan and Korea.
Other Boards and Appointments
Ms. Gougarty joined the Westport board of directors in February 2013 and resigned in July 2013 upon her appointment as Westport’s president and chief operating officer.
Director Qualifications
Ms. Gougarty has extensive operational leadership experience and expertise directing the development and implementation of strategic and operational plans and international operations.
David M. Wathen
President, CEO and Director since 2009
Age 62
Professional Experience
Mr. Wathen has served as president and chief executive officer of the Company since 2009. He served as president and chief executive officer of Balfour Beatty, Inc. (U.S. operations), an engineering, construction and building management services company, from 2003 until 2007. Prior to his Balfour Beatty appointment, he was a principal member of Questor, a private equity firm, from 2000 to 2002. Mr. Wathen held management positions from 1977 to 2000 with General Electric, a diversified technology and financial services company, Emerson Electric, a global manufacturing and technology company, Allied Signal, an
automotive parts manufacturer, and Eaton Corporation, a diversified power management company.
Other Boards and Appointments
Mr. Wathen is currently a director and member of the audit committee and chair of the corporate governance committee of Franklin Electric Co., Inc., a global provider of complete water and fueling systems.
Director Qualifications
Mr. Wathen has extensive knowledge and experience in operational and management issues relevant to diversified manufacturing environments. He is currently a director and member of the Audit Committee and Corporate Governance Committee of Franklin Electric Co., Inc. From 2003 until 2007, Mr. Wathen was President and Chief Executive Officer of Balfour Beatty, Inc. (U.S. Operations), an engineering, construction and building management services company. Prior to his Balfour Beatty appointment in 2003, he served as a Principal Member of Questor, a private equity firm from 2000 to 2002. From 1977 to 2000, Mr. Wathen held management positions with General Electric, Emerson Electric, Allied Signal and Eaton Corporation. Mr. Wathen holds a B.S.M.E. in Engineering and an M.B.A. from Purdue University and an M.S.B.A. in Business Administration from St. Francis University.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Wathen should serve as a director based on his years of operational and management experience in diversified manufacturing environments, his experience as a public‑company director, his executive leadership experience, including with respect to the Company, and hishas subject matter expertise in the areas of engineering, production and business development.
Marshall A. Cohen.

7


Richard M. Gabrys
Director since 2006
Age 73
Professional Experience
Mr. Gabrys has served as the president and chief executive officer of Mears Investments, LLC, a private family investment company, since 2005. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years, where he served a variety of public companies, financial services institutions, public utilities and health care entities. Mr. Gabrys was vice chair of Deloitte’s United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. From 2006 to 2007, Mr. Gabrys served as the interim dean of the School of Business Administration of Wayne State University.
Other Boards and Appointments
Mr. Cohen was elected as oneGabrys is a member of the Company'sboard of directors in January 2005.of CMS Energy Company, an integrated energy company, and lead director at La-Z-Boy Inc, a furniture manufacturer and retailer. Mr. Cohen has extensive knowledgeGabrys is chair of the audit committee, a member of the executive committee and experience in management,a member of the governance and legal matters involving publicly-held companies.public responsibility committee for CMS Energy and a member of the audit committee and compensation committee for La-Z-Boy. From 2007 to 2011, he served on the board of Massey Energy Company, a coal producer. Mr. Gabrys also serves on the boards of several non-profit organizations, including The Detroit Institute of Arts, Karmanos Cancer Institute, Alliance for Safer Streets in Detroit (Crime Stoppers) and Detroit Regional Chamber. He is counsel (retired) at Cassels Brock & Blackwell LLP, a law firm based in Toronto, Canada, which he joined in 1996. Prior to joining that firm, Mr. Cohen served as president and chief executive officermember of the Molson Companies Limited from 1988 to 1996. Mr. Cohen ismanagement board of Renaissance Venture Capital Fund, an affiliate of Business Leaders for Michigan, a director of Gleacher Securities, Inc. and TD Ameritrade. From 1993 to 2008, Mr. Cohen was a director of AIG, Inc., and from September 1988 to April 2011 was a director of Barrick Gold Corporation. Mr. Cohen holds a B.A. from the University of Toronto, a law degree from Osgoode Hall Law School and a Masters Degree in Law from York University.non-profit executive leadership organization.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Cohen should serve as a director based on the breadth of his experience as a public company director, particularly with regard to governance, compliance and other areas of oversight, his legal experience and his subject matter expertise in areas of government affairs, corporate governance and corporate responsibility.Director Qualifications
Richard M. Gabrys.  Mr. Gabrys joined the Board in August 2006. Mr. Gabrys has extensive knowledge and expertise in financial reporting, accounting and Sarbanes-Oxley compliance for publicly-held companies and accounting matters. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years, where he served a variety of publicly-held companies, financial services institutions, public utilities and health care entities. He was Vice Chairman of Deloitte's United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. From January 2006 through August 2007, Mr. Gabrys

6


served as the Interim Dean of the School of Business Administration of Wayne State University. From December 2004 through January 2008, Mr. Gabrys served on the board of Dana Corporation and from May 2007 to June 2011 he served on the board of Massey Energy Company. He is a member of the Board of Directors of CMS Energy Company and La-Z-Boy Inc., and is the President and Chief Executive Officer of Mears Investments, L.L.C., a private family investment company. Mr. Gabrys holds a B.S. in Accounting from King's College and completed the Executive Program at Stanford University.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Gabrys should servecompanies. His experiences serving as a director based onof other significant corporations contributes to his leadership while serving as a partner and senior manager of a global accounting and auditing firm,skills, the breadth of his experience in auditing, finance and other areas of risk oversight while serving as well as experience in mergers and acquisitions. Mr. Gabrys continues to maintain an active CPA license.
Eugene A. Miller
Director since 2005
Age 77

Professional Experience
Mr. Miller is the retired chair and chief executive officer of Comerica Incorporated and Comerica Bank, a financial services company, in which positions he served from 1993 to 2002, prior to which time he held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) beginning in 1955.
Other Boards and Appointments
Mr. Miller was a director of other significant corporations,Handleman Company from 2002 to 2012 and his subject matter expertise in finance, accounting, and Sarbanes‑Oxley compliance.  DTE Energy Company from 1989 to 2013.
Eugene A. Miller.    Mr. Miller was elected as a director in January 2005. Director Qualifications
Mr. Miller has extensive knowledge and expertise in management, executive compensation and governance matters related to publicly-heldpublic companies. Mr. Miller is the retired ChairmanHis experiences serving as chair and Chief Executive Officerchief executive officer of Comerica Incorporated and Comerica Bank, in which positions he served from 1993 to 2002. Mr. Miller held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) and rose to become Chairman, Chief Executive Officer and President of Comerica Incorporated (June 1993 through June 1999). He is also a director of DTE Energy Company since 1989 and Handleman Company since 2002. Mr. Miller holds a B.B.A. from the Detroit Institute of Technology.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Miller should serve as a public company director based on the leadership qualities he developed from his experiences while serving as Chairman and Chief Executive Officer of Comerica, the scope of his experiences in executive compensation, risk management and corporate governance while serving as a member of the board of directors of other significant corporations, and hisalso provide him with subject matter expertise in risk management, finance and professional standards.

8


Herbert K. Parker
Director since 2015
Age 57
Professional Experience
Mr. Parker is the executive vice president – operational excellence of Harman International Industries, Inc. (“Harman International”), a worldwide leader in the development, manufacture and marketing of high quality, high-fidelity audio products, lighting solutions and electronic systems. Mr. Parker joined Harman International in June 2008 as executive vice president and chief financial officer, and assumed his current position effective January 2015. Previously, Mr. Parker served in various senior financial positions with ABB Ltd (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the chief financial officer of the global automation division from 2002 to 2005
and the Americas region from 2006 to 2008. Mr. Parker began his career as a staff cccountant with C-E Systems. Mr. Parker graduated from Lee University with a Bachelor of Science degree in Accounting.
Other Boards and Appointments
Mr. Parker has served as a director of TMS International Corp., the largest provider of outsourced industrial services to steel mills in North America, from February 2012 until October 2014.
Director Qualifications
Mr. Parker has extensive experience in financial reporting, accounting and Sarbanes-Oxley compliance for public companies. His experience serving as a financial executive with multiple public companies provides him with subject matter expertise in finance, asset management and other areas of finance, executive management, and professional standards.risk oversight.
The Board of Directors and Committees
Since June 2002, the Company has separated the roles of the Board ChairmanChair and Chief Executive Officer. The Board believes that separating these roles offers distinct benefits to the Company, including curtailing the potential for conflict of interest and facilitating objective Board evaluation of the Company'sCompany’s management. Mr. Valenti has served as Board ChairmanChair since 2002 and has been an independent director since November 2008.
        During 2011,
Board of Directors Risk Management Functions
As part of its oversight function, the Board consistedmonitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. The Audit Committee considers risk issues associated with the Company’s overall financial reporting, disclosure process and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the corporate audit team, and the independent registered public accounting firm in executive sessions at least quarterly, and with the General Counsel and Chief Compliance Officer as determined from time to time by the Audit Committee. Each of six directorsthe Compensation Committee and the Corporate Governance and Nominating Committee considers risk issues associated with the substantive matters addressed by the committee.

9


The Board held 9eight meetings and acted 4 times by unanimous written consent.during 2014. The following table below sets forth the meeting information for the fourthree standing committees of the Board for 2011:2014:
Corporate Governance
Name Audit Compensation 
Governance &
Nominating
 Executive
David M. Wathen — — — Chairman
Marshall A. Cohen X X Chairman —
Richard M. Gabrys Chairman X X —
Eugene A. Miller X Chairman X —
Daniel P. Tredwell — — — X
Samuel Valenti III X X X X
Meetings 5 8 3 —
Action by Unanimous Written Consent — 2 — —

        The Company'sAs noted above, the Company’s Board of Directors currently consists of sixnine directors, divided into three classes so that, each class will consist of one-third of the Company's directors.as equal in number as possible. The members of each class serve for staggered, three year terms. Upon the expiration of the term of a class of directors, directors in that class may be asked to stand for re-election for a three year term at the Annual Meeting in the year in which their term expires. The table below sets forth the class in which each director serves:

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Board of DirectorsClass
Daniel P. Tredwell
Class III(1)
Samuel Valenti III
Class III(1)
David M. Wathen
Class I(2)
Marshall A. Cohen
Class I(2)
Richard M. Gabrys
Class II(3)
Eugene A. Miller
Class II(3)

(1)
Term expires at 2012 annual stockholder meeting.    
(2)
Term expires at 2013 annual stockholder meeting.
(3)
Term expires at 2014 annual stockholder meeting.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one thirdone-third of the Company'sCompany’s directors.
The Company'sCompany’s Board has determined, after considering all of the relevant facts and circumstances, that Messrs. Cohen, Gabrys, Miller, Parker, Stanage, Tredwell and Valenti and Ms. Gougarty are "independent"“independent” from management in accordance with the NASDAQ listing standards and the Company'sCompany’s Corporate Governance Guidelines. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company'sCompany’s Corporate Governance Guidelines.
During 2011,2014, all current directors (other than Mr. Parker who joined the Board on February 24, 2015) attended at least 75%, in aggregate, of the meetings of the Board of Directors and all committees of the Board on which they served. All of the current directors attendedwho were serving on the Company's 2011Board at the time of the 2014 Annual Meeting of Shareholders and allattended the 2014 Annual Meeting. All Directors are expected to attend all meetings, including the Annual Meeting. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the President and Chief Executive Officer and other members of management on matters that affect the Company.
Independent and non-management directors hold regularly scheduled executive sessions in which independent and non-management directors meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board of Directors. For more information regarding the Company'sCompany’s Board of Directors and other corporate governance procedures, see “Corporate Governance.” For information on how you can communicate with the Company'sCompany’s non-management directors, see “Communicating with the Board.”

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Audit Committee.    The Audit Committee is responsible for providing independent, objective oversight and review of the Company'sCompany’s auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of the Company'sCompany’s internal audit function. In addition, the Audit Committee is responsible for (1) selecting the Company'sCompany’s independent registered public accounting firm, (2) approving the overall scope of the audit, (3) assisting the Board in monitoring the integrity of the Company'sCompany’s financial statements, our independent registered public accounting firm'sfirm’s qualifications and independence, the performance of the company'sCompany’s independent registered public accounting firm, and the Company'sCompany’s internal audit function and compliance with relevant legal and regulatory requirements, (4) annually reviewing the Company'sCompany’s independent registered public accounting firm'sfirm’s report describing the auditing firm'sfirm’s internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately and periodically, with management, internal auditors and the independent registered public accounting firm, (9) reviewing with the independent auditor any audit problems or difficulties and management'smanagement’s response, (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm, (11) handling such other matters that are specifically delegated to the Audit Committee by applicable law or regulation or by the Board of Directors from time to time, and (12) reporting regularly to the full Board of Directors. See “Report of the Audit Committee.” The Audit Committee'sCommittee’s charter is available on the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investor page. The Audit Committee last updated its charter on November 8, 2012.
Each of the directors on the Audit Committee is financially literate. The Board of Directors has determined that each of Messrs. Gabrys, Miller, Parker and GabrysTredwell qualifies as an “audit committee financial expert” within the meaning of SECSecurities and Exchange Commission (“SEC”) regulations and that each member on the Audit Committee has the accounting and related financial management expertise required by the NASDAQ listing standards and that each is “independent” from management in accordance with NASDAQ listing standards and the Company'sCompany’s Corporate Governance Guidelines.

8


Compensation Committee. The Compensation Committee is responsible for developing and maintaining the Company'sCompany’s compensation strategies and policies including, (1) reviewing and approving the Company'sCompany’s overall executive and director compensation philosophy and the executive and director compensation programs to support the Company'sCompany’s overall business strategy and objectives, (2) overseeing the management continuity and succession planning process (except as otherwise within the scope of the Corporate Governance and Nominating Committee) with respect to the Company'sCompany’s officers, and (3) preparing any report on executive compensation required by the applicable rules and regulations of the SEC and other regulatory bodies.
The Compensation Committee is responsible for monitoring and administering the Company'sCompany’s compensation and employee benefit plans and reviewing, among other things, base salary levels, incentive awards and bonus awards for officers and key executives, and such other matters that are specifically delegated to the Compensation Committee by applicable law or regulation, or by the Board of Directors from time to time. The Committee'sCommittee’s charter reflects such responsibilities and is available on the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance section of the Investors page. The Compensation Committee last updated its charter on October 29, 2009.
December 4, 2014. Each of the directors on the Compensation Committee is “independent” from management in accordance with NASDAQ listing standards (including those standards particular to Compensation Committee membership) and the Company’s Corporate Governance Guidelines. See also “Compensation Discussion and Analysis - Role of the Compensation Committee.”
Executive Committee. The Executive Committee has the authority to exercise many of the functions of the full Board of Directors between meetings of the Board, however it excludes those matters which Delaware law or NASDAQ or SEC rules require to be within the purview of the Company's independent directors or which is otherwise in conflict with such laws or rules.
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for identifying and nominating individuals qualified to serve as Board members and recommending directors for each Board committee. Generally, the Corporate Governance and Nominating Committee will re-nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board.
In recommending candidates to the Board, the Corporate Governance and Nominating Committee reviews the experience, mix of skills and other qualities of a nominee to assure appropriate Board composition after taking into account the current Board members and the specific needs of the Company and the Board. The Board looks for individuals who have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. The Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Corporate Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. As required by NASDAQ, SEC or such other applicable regulatory requirements, a majority of the Board will be comprised of independent directors.
The Corporate Governance and Nominating Committee generally relies on multiple sources for identifying and evaluating nominees, including referrals from the Company'sCompany’s current directors and management. The Corporate Governance and Nominating Committee also works with a third-party search firm to identify potential candidates to serve on the Board. The

11


Corporate Governance and Nominating Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an Annual Meeting, so long as such recommendations are sent on a timely basis to the Corporate Secretary of the Company and are in accordance with the Company'sCompany’s by-laws. The Corporate Governance and Nominating Committee will evaluate nominees recommended by shareholders against the same criteria. The Company did not receive any nominations of directors by shareholders for the 2012 Annual Meeting. See “How and when may I submit a shareholder proposal or director nomination for the 2016 Annual Meeting of Shareholders?” for more information.
The Corporate Governance and Nominating Committee is also responsible for recommending to the Board appropriate Corporate Governance Guidelines applicable to the Company and overseeing governance issues.
The Corporate Governance and Nominating Committee'sCommittee’s charter is available on the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investors page. The Corporate Governance and Nominating Committee last updated its charter on February 25, 2013.
Executive Committee. Prior to being disbanded by the Board on March 6, 2014, the Executive Committee had the authority to exercise many of the functions of the full Board of Directors between meetings of the Board, excluding those matters which Delaware law or NASDAQ or SEC rules were required to be within the purview of the Company’s independent directors or which were otherwise in conflict with such laws or rules.
Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is an employee of the Company. Ms. Gougarty and Messrs. Cohen, Gabrys, Miller, Parker, Stanage, Tredwell and Valenti are the current members of the Company'sCompany’s Compensation Committee. See “Transactions with Related Persons” for a summary of related person transactions involving Heartland.
TermsRetirement Age; Term Limits. The Corporate Governance Guidelines provide that a director (excluding directors serving on the Board as of Office.February 25, 2013) is expected to submit his or her resignation from the Board at the first annual meeting of shareholders following the director’s 75th birthday. The Board may accept or reject such resignation in its discretion after consultation with the Corporate Governance and Nominating Committee. The Board has not established term limits for the directors. The Corporate Governance Guidelines provide that a thoughtful evaluation of director performance is the appropriate method of balancing the Board's needs for continuity, insight, new perspectives, fresh ideas, and other factors.

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

BOARD OF DIRECTORS RISK MANAGEMENT FUNCTIONS
       As part of its oversight function, the Board monitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. The Audit Committee considers risk issues associated with the Company's overall financial reporting, disclosure process and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the Vice President, Corporate Audit, and the independent registered public accounting firm in executive sessions at least quarterly, and with the General Counsel and Chief Compliance Officer as determined from time to time by the Audit Committee. Each of the Compensation Committee and the Governance and Nominating Committee considers risk issues associated with the substantive matters addressed by the committee. 
Director CompensationDIRECTOR COMPENSATION
The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board with respect to that compensation, as appropriate. 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 of Directors and to attract new directors with outstanding qualifications. Directors who are not independent do not receive any compensation for serving on the Board or any committees thereof. Directors may make an annual election to defer receipt of Board compensation, provided the election is made prior to the fiscal year in which the deferral is effective.
Annual Cash Retainer and Meeting Fees. In 2011,For 2014, each independent director other than the Chairman, received an annual cash retainer based on $75,000 per year through August 1, 2011, which retainer was increased toof $100,000 per year as of August 1, 2011; and a meeting fee of $1,000 for each Board or committee meeting attended. The Chairmanchair of the Board received an annual retainer of $200,000 per year through August 1, 2011, which retainer was increased to $225,000 per year as of August 1, 2011, and received an attendance fee of $1,000 for each Board and committee meeting taking place on or after August 1, 2011. The chairman of each of the Audit, Compensation and Corporate Governance and Nominating Committees received an additional annual cash retainer in the amounts of $125,000, $15,000, $10,000 and $5,000, respectively.
TwoThe Company implemented a director retainer share election program effective January 1, 2014, to permit directors to make an annual election to receive unrestricted stock for deferred or non-deferred compensation for board service in lieu of cash at the time payment is made each quarter. For 2014, three of the four independent directors elected to defer receipt of all or part of their Board compensation in 2011. For 2012, two of fourseven independent directors elected to defer receipt of all or part of their Board compensation.
Equity Compensation. In 2011 the Board determined that future grants of equity to directors would be made by issuing restricted stock.
On August 5, 2011, the Board approved the issuance of restricted shares to each of the independent directors, with a fair market grant date value of $100,000 and subject to a one-year vesting period. As part of the independent director's per annumdirectors’ annual compensation package, the Board also approved,each independent director receives an annual grant on August 5, 2011, the issuance of subsequent annual grants on each March 1st commencing in 2012, to each of the independent directors of restricted shares with a grant date fair market grant date value of $100,000, with each grant subject to the director’s continued service on the Board for a one-year vesting period. In March 2014, the Company issued the annual grant to each of the independent directors on the same terms.
Director Stock Ownership. We have established stock ownership guidelines for our independent directors to more closely tie their interests to those of shareholders. Under these guidelines, all such directors are required to own, within five years after initial election to the Board (but not tolling prior to the Company's May 17, 2007 initial public offering, and thus not applicable to any of theas an independent directors until May 17, 2012)director, shares of Company stock having a value equal to three times their annual cash retainer. Commonretainer (excluding any additional retainers for Board and committee chair service. Unrestricted stock, time-based restricted stock and vested in the moneyin-the-money options held by an independent director are counted toward fulfillment of this ownership requirement. As of

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December 31, 2014, each independent director was in compliance with his or her stock ownership requirements. If an independent director does not meet the stock ownership guidelines, the Compensation Committee may consider such fact in determining the award of future equity awards to such director.
Indemnification. The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company.
Other. The Company reimburses all directors for expenses incurred in attending Board and committee meetings. The Company does not provide any perquisites to directors.


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Director Compensation Table
Name 
2011 Fees Earned
or Paid in Cash
($)
 
2011 Stock
Awards
($) (3)
 
Total
($)
 Fees Earned
or Paid in Cash
($)		 
Stock
Awards
($) (2)
 Total
($)
Samuel Valenti III 220,400
 100,000
 320,400
 246,000
 100,000
 346,000
David M. Wathen (1)
 —
 —
 —
Marshall A. Cohen (2)
 112,400
 100,000
 212,400
Marshall A. Cohen (1)
 128,000
 100,000
 228,000
Richard M. Gabrys 119,400
 100,000
 219,400
 137,000
 100,000
 237,000
Nancy S. Gougarty 120,000
 100,000
 220,000
Eugene A. Miller (2)(1)
 117,400
 100,000
 217,400
 133,000
 100,000
 233,000
Daniel P. Tredwell (1)
 —
 —
 —
Nick L. Stanage (1)
 118,000
 100,000
 218,000
Daniel P. Tredwell 122,000
 100,000
 222,000
Herbert K. Parker (3)
 —
 —
 —


(1) 
Messrs. TredwellCohen, Miller and Wathen did not receive any compensation forStanage elected to defer 100%, 50% and 100%, respectively, of their services2014 fees earned as directors.permitted under the Company’s Director Retainer Share Election Program.

(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 restricted stock awards made to our non-employee directors during 2014. Messrs. Valenti, Cohen, Gabrys, Miller, Stanage and Miller elected to defer 100%Tredwell and 50%, respectively,Ms. Gougarty each received 2,976 shares of their 2011 fees earned as permittedrestricted stock effective on March 1, 2014. These awards were granted under the 2006 Long Term EquityCompany’s 2011 Omnibus Incentive Plan.Compensation Plan and vested one year from the date of grant if the director did not terminate service on the Board prior to the vesting date.

(3) 
Messrs. Valenti, Cohen, Gabrys and Miller each received 4,848 restricted stock awards effective on August 5, 2011. 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 priorMr. Parker was appointed to the vesting date.Board of Directors on February 24, 2015 and did not receive any compensation with respect to 2014.



13


The table below sets forth as to each non-employee director the aggregate number of stock options and restricted stock awards outstanding as of December 31, 2014. All of the stock options set forth in the table are fully vested.
Name Stock Options Stock Awards
Samuel Valenti III —
 2,976
Marshall A. Cohen 24,000
 2,976
Richard M. Gabrys 25,000
 2,976
Nancy S. Gougarty —
 2,976
Eugene A. Miller 24,000
 2,976
Nick L. Stanage —
 2,976
Daniel P. Tredwell —
 2,976
Herbert K. Parker —
 —
Corporate Governance
The Board of Directors has adopted Corporate Governance Guidelines, a copy of which can be found at the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investors page. These guidelines address, among other things, director responsibilities, qualifications (including independence), compensation and access to management and advisors. The Corporate Governance and Nominating Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the Board.
Code of Conduct. Effective January 1, 2012, the Board adopted a revised Code of Conduct that applies to all directors and all employees, including the Company'sCompany’s principal executive officer, principal financial officer, and other persons performing similar executive management functions. The Code of Conduct is posted on the Company'sCompany’s website in the Corporate Governance section. All amendments to the Company'sCompany’s Code of Conduct, if any, will be also posted on the Company'sCompany’s internet website, along with all waivers, if any, of the Code of Conduct involving senior officers.
The Company has filed with the SEC, as exhibits to its Quarterly Reports on Form10-Q for the quarters ended March 31, June 30 and September 30, 2011, respectively, and its Annual Report on Form 10-K for the year ended December 31, 2011, Certifications Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
A copy of the Company'sCompany’s committee charters, Corporate Governance Guidelines and Code of Conduct will be sent to any shareholder, without charge, upon written request sent to the Company'sCompany’s executive offices: TriMas Corporation, Attention: Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

Communicating with the Board
Any shareholder or interested party who desires to communicate with the Board or any specific director, including the Chairman,Chair, non-management directors, or committee members, may write to: TriMas Corporation, Attention: Board of Directors, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.
Depending on the subject matter of the communication, management will:
forward the communication to the director or directors to whom it is addressed (matters addressed to the ChairmanChair of the Audit Committee will be forwarded unopened directly to the Chairman)Chair);
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

11


not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
To submit concerns regarding accounting matters, shareholders and other interested persons may also call the Company'sCompany’s toll free, confidential hotline number published at www.trimascorp.com in the Corporate Governance subsection of the Investors page, in the document entitled Code of Conduct. Employees may express such concerns on a confidential and anonymous basis.
Communications made through the confidential hotline number are reviewed by the Audit Committee at each regularly scheduled meeting; other communications will be made available to directors at any time upon their request.

1214



REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSDIRECTORS

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company'sCompany’s financial statements. The Company'sCompany’s compliance with legal and regulatory requirements, the independent registered public accounting firm'sfirm’s qualifications and independence, the performance of the Company'sCompany’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company'sCompany’s relationship with the independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding as determined by the Audit Committee from the Company for such advice and assistance.
The Company'sCompany’s management is primarily responsible for the Company'sCompany’s internal control and financial reporting process. The Company'sCompany’s independent registered public accounting firm, KPMG,Deloitte, is responsible for performing an independent audit of the Company'sCompany’s consolidated financial statements and issuing opinions on the conformity of reporting those audited financial statements with United States generally accepted accounting principles and the effectiveness of the Company'sCompany’s internal control over financial reporting. The Audit Committee monitors the Company'sCompany’s financial reporting process and reports to the Board on its findings.
In this context, the Audit Committee hereby reports as follows:
        1.     The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20112014 with the Company'sCompany’s management;
        2.     The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards ("SAS"(“SAS”) No. 114, (formerly SAS 61),Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) in Rule 3200T;
        3.     The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees"), as adopted byapplicable requirements of the PCAOB in rule 3600T, and has discussedregarding the independent registered public accounting firm’s communications with the independent registered public accounting firm its independence; and
        4.     Based on the review and discussions referred to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011,2014, for filing with the Securities and Exchange Commission.

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

  
The Audit Committee
Richard M. Gabrys, ChairmanChair
Marshall A. Cohen
Nancy S. Gougarty
Eugene A. Miller
Marshall CohenNick L. Stanage
Daniel P. Tredwell
Samuel Valenti III


1315


PROPOSAL 2—2 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE COMPANY'SCOMPANY’S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"“FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLPDELOITTE AS THE COMPANY'SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.2015.
The Audit Committee of the Board (the “Audit Committee”) has appointed KPMGDeloitte as the independent registered public accounting firm to audit the Company'sCompany’s consolidated financial statementstatements for the fiscal year ending December 31, 2012. During fiscal year 2011, KPMG served2015.Deloitte was engaged as the Company'sour independent registered public accounting firm on March 27, 2013 and also provided certain other audit related services. KPMG has audited the Company's consolidated financial statements annually sinceserved as our independent registered public accounting firm for the fiscal year endedyears ending December 31, 2003.2014 and December 31, 2013. KPMG previously served as our independent registered public accounting firm. Representatives of KPMGDeloitte are expected to attend the 2012 Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

The appointment of KPMGDeloitte as the independent registered public accounting firm for the Company is being presented to the shareholders for ratification. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of the holders of a majority of the total shares of common stockCommon Stock present in person or represented by proxy and votingentitled to vote on the matter, provided that a quorum of at least a majority of the outstanding shares are present or represented at the meeting. If you abstain from voting on this matter, your abstention will have nothe same effect onas a vote against the vote.matter. If you hold your shares through a broker and you do not instruct the broker on how to vote on this “routine” proposal, your broker will nevertheless have authority to vote your shares on this “routine” proposal in your broker'sbroker’s discretion. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the proposal. Proxies submitted pursuant to this solicitation will be voted “FOR” the ratification of KPMGDeloitte as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2012,2015, unless specified otherwise.
Fees Paid to Independent Auditor
The following table presents fees billed by Deloitte and KPMG for professional audit services rendered related to the audits of the Company'sCompany’s annual financial statements for the years ended December 31, 20112014 and 2010,2013, respectively, and fees for other services rendered by KPMG during those periods.
 2011
($)		 2010
($)		  
2014
($)
 
2013
($)
Audit Fees 1,733,000
 1,614,500
  1,230,000
 1,473,800
Audit-related Fees 324,000
 304,100
  —
 243,200
Tax Fees 46,000
 20,200
  20,000
 22,000
All Other Fees —
 —
  —
 —
Total 2,103,000
 1,938,800
  1,250,000
 1,739,000
Audit and Audit-Related Fees
Integrated audit fees billed for services rendered in connection with the audit of the Company'sCompany’s annual financial statements and the effectiveness of the Company'sCompany’s financial controls over financial reporting were $1.7approximately $1.2 million for 20112014 and $1.6$1.5 million for 2010.2013. In 2011,2013, audit-related fees of $0.3$0.2 million were incurred primarily related to comfort letter procedures performed in connection with the Company'sCompany’s registration statement filings and related to due diligence procedures performed on potential Company acquisition targets. In 2010, audit-related fees of $0.3 million were incurred primarily related to comfort letter procedures performed in connection with the Company's registration statement filings.statements.
Tax Fees
Except for the amounts disclosed above, there were no tax fees billed by Deloitte during 2014 or Deloitte and KPMG during 2011 and 2010,2013, as the Company has retained another firm to provide tax advice.
The Audit Committee has determined that the rendering of all non-audit services by Deloitte in 2014 and Deloitte and KPMG in 2013 is compatible with maintaining such auditor independence.
We have been advised by Deloitte and KPMG that neither the firm, nor any member of the firm, has any financial interest, direct or

14


indirect, in any capacity in the Company or its subsidiaries.

16


Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm.
On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent registered public accounting firm. No services are undertaken which are not pre-approved. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All of the services provided by Deloitte our independent auditor in 20112013 and 2010,2014, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee under its pre-approval policies.
The Audit Committee'sCommittee’s policies permit the Company'sCompany’s independent accountants, KPMG,Deloitte, to provide audit-related services, tax services and non-audit services to the Company, subject to the following conditions:
(1) KPMGDeloitte will not be engaged to provide any services that may compromise its independence under applicable laws and regulations, including rules and regulations of the Securities and Exchange Commission and the Public Company Accounting Oversight Board;
(2) KPMGDeloitte and the Company will enter into engagement letters authorizing the specific audit-related services or non-audit services and setting forth the cost of such services;
(3) The Company is authorized, without additional Audit Committee approval, to engage KPMGDeloitte to provide (a) audit-related and tax services, including due diligence and tax planning related to acquisitions where KPMGDeloitte does not audit the target company, to the extent that the cost of such engagement does not exceed $250,000, (b) due diligence and tax planning related to acquisitions where KPMGDeloitte audits the target company, to the extent the cost of such engagement does not exceed $20,000, and (c) services not otherwise covered by (a) or (b) above to the extent the cost of such engagements does not exceed $150,000; provided, however, that the aggregate amount of all such engagements under (a), (b) and (c) may not exceed $350,000 in any calendar quarter; and
(4) The ChairmanChair of the Audit Committee will be promptly notified of each engagement, and the Audit Committee will be updated quarterly on all engagements, including fees.
Changes in Independent Registered Public Accounting Firm
On February 28, 2013, the Company notified KPMG that the Audit Committee had approved the dismissal of KPMG as the Company’s independent registered public accounting firm upon completion of both (i) KPMG’s review of the Company’s consolidated financial statements for the three-months ending March 31, 2013, and (ii) the engagement of a new independent registered public accounting firm. Subsequently, the Company conducted a competitive process to select a firm to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. As a result of this process, on March 27, 2013, the Company engaged Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
KPMG’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2012 and 2011 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Except as disclosed herein, the audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2012 and 2011, respectively, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2012 contained an explanatory paragraph stating that the Company acquired Arminak & Associates, LLC (“Arminak”) during 2012 and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012, Arminak’s internal control over financial reporting associated with total assets of $102.2 million, which represented 9.0% of the Company’s consolidated assets at December 31, 2012, and net sales of $65.9 million, which represented 5.2% of the Company’s consolidated total net sales for 2012. KPMG’s audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Arminak.

17


During the fiscal years ended December 31, 2012 and 2011, and in the subsequent interim period through February 28, 2013 (the date of the dismissal of KPMG), there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of the disclosures made in a Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the SEC. The Company requested that KPMG furnish a letter addressed to the SEC stating whether or not it agrees with the statements made in the Report. A copy of KPMG’s letter dated March 6, 2013 was attached as Exhibit 16.1 to the Report. On March 14, 2013, the Company filed an amendment to the Report on Form 8-K/A (the “Amended Report”) to include disclosure regarding the subsequent interim period through February 28, 2013. The Company provided KPMG with a copy of the disclosures made in the Amended Report prior to the time the Amended Report was filed with the SEC. The Company requested that KPMG furnish a letter addressed to the SEC stating whether or not it agrees with the statements made in the Amended Report. A copy of KPMG’s letter dated March 14, 2013 was attached as Exhibit 16.1 to the Amended Report.
During the fiscal years ended December 31, 2012 and 2011, and the subsequent interim period through March 27, 2013 (the date of the engagement of Deloitte), neither the Company nor anyone acting on its behalf has consulted with Deloitte with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.


Security Ownership of Certain Beneficial Owners and ManagementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
and Related Shareholder MattersAND RELATED SHAREHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of the Company's common stockCommon Stock as of the Record Date by:
each person known by us to beneficially own more than 5% of the Company's common stock;Common Stock;
each of the Company'sCompany’s Directors and Director nominees;
each of the Named Executive Officers ("NEOs");NEOs; and
all of the Company'sCompany’s Directors and NEOsexecutive officers as a group.
The percentages of common stockCommon Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares, (i) voting power, which includes the power to vote or to direct the voting of the security, (ii) investment power, which includes the power to dispose of or to direct the disposition of the security, or (iii) rights to acquire voting stockCommon Stock that are currently exercisable or convertible, or will become exercisable or convertible within 60 days of

15


the Record Date. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. As of the Record Date, the Company had 35,177,40945,291,517 shares outstanding and 806,686 shares that are deemed “beneficially owned” under the SEC rules described above.outstanding.

18


Shares Beneficially
Owned
Name and Beneficial OwnerNumberPercentage
Heartland Industrial Associates, L.L.C.(1)(2)
5,404,972

—%
177 Broad Street, Stamford, CT 06901


Lord Abbett & Co. LLC(3)
4,318,501
—%
     90 Hudson Street, Jersey City, NJ 07302
William Blair & Company, L.L.C.4,152,480

—%
222 West Adams Street, Chicago, IL 60606


FMR LLC(4)
2,646,630
—%
     82 Devonshire Street, Boston, Massachusetts 02109




First Manhattan Co. 1,826,470

—%
     437 Madison Avenue, New York, NY 10022


Lynn A. Brooks(5)(7)
117,968

—%
Marshall A. Cohen(5)(7)
34,958

—%
Richard M. Gabrys(5)(7)
35,958

—%
Eugene A. Miller(5)(7)
54,770

—%
Joshua A. Sherbin(5)(7)
107,990

—%
Daniel P. Tredwell(2)
5,404,972

—%
Samuel Valenti III(5)(6)(7)
233,958

—%
David M. Wathen(5)(7)
433,941

—%
Robert J. Zalupski(5)(7)
72,226

—%
A. Mark Zeffiro(5)(7)
61,246

—%
All NEOs and directors as a group (10 persons)(2)(5)(6)(7)
6,299,272

—%
  Shares Beneficially
Owned
Name and Beneficial Owner Number Percentage
FMR LLC(1)
 4,736,665
 10.5%
245 Summer Street, Boston, Massachusetts 02210    
Champlain Investment Partners, LLC(2)
 2,797,160
 6.2%
     180 Battery St., Burlington, Vermont 05401    
William Blair & Company, L.L.C.(3)
 2,793,132
 6.2%
222 West Adams Street, Chicago, Ilinois 60606    
The Vanguard Group(4)
 2,637,805
 5.8%
100 Vanguard Blvd, Malvern, Pennsylvania 19355    
BlackRock, Inc.(5)
 2,450,556
 5.4%
     40 East 52nd Street, New York, New York 10022    
Thomas M. Benson(6)(7)
 24,471
 —%
Lynn A. Brooks(6)(7)
 46,001
 —%
Marshall A. Cohen(6)(7)
 70,704
 —%
Richard M. Gabrys(6)(7)
 45,720
 —%
Nancy S. Gougarty(6)(7)
 6,314
 —%
Colin E. Hindman(6)(7)
 24,287
 —%
Eugene A. Miller(6)(7)
 74,345
 —%
Herbert K. Parker(6)(7)
 3,338
 —%
Joshua A. Sherbin(6)(7)
 65,087
 —%
Nick L. Stanage(6)(7)
 10,143
 —%
Daniel P. Tredwell(6)(7)
 9,762
 —%
Samuel Valenti III(6)(7)
 16,720
 —%
David M. Wathen(6)(7)(8)
 571,947
 1.3%
Robert J. Zalupski(6)(7)
 83,615
 —%
A. Mark Zeffiro(6)(7)
 46,754
 —%
All executive officers and directors as a group (15 persons)(6)(7)
 1,099,208
 2.4%


(1) 
TheseInformation contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 13, 2015 by FMR LLC. As of December 31, 2014, FMR LLC had sole voting power with respect to 280,100 shares of common stock are beneficially owned indirectly by Heartland Industrial Associates, L.L.C.Common Stock and sole dispositive power with respect to 4,736,665 shares of Common Stock as the general partnera result of eachacting as investment adviser to various investment companies registered under Section 8 of the limited partnerships, which hold sharesInvestment Company Act of common stock directly. These limited liability companies and limited partnership hold common stock as follows: 2,768,136 shares are held by TriMas Investment Fund I, L.L.C. (“TIF I”); 2,243,827 shares are held by Metaldyne Investment Fund I, L.L.C. (“MIF I”); 314,785 shares are held by HIP Side-by-Side Partners, L.P.; 45,272 shares are held by TriMas Investment Fund II, L.L.C.; and 32,952 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.

(2)
All shares are beneficially owned 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 06901.1940.
(3)(2)
These shares of common stock are beneficially owned indirectly by Lord Abbett & Co. LLC as follows: 2,584,400 shares are held by Lord Abbett & Co LLC and 1,734,101 shares are held by Lord Abbett Research Fund Inc. The shares beneficially owned by Lord Abbett & Co. LLC are held on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients.
(4)
Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 14, 201211, 2015 by FMRChamplain Investment Partners, LLC (“Champlain Investment”). As of December 31, 2014 Champlain Investment had sole voting power with respect to 1,971,810 shares of Common Stock and sole dispositive power with respect to 2,797,160 shares of Common Stock.
(3)
Information contained in the columns above is as of December 31, 2014 and based on a report on Schedule 13G/A filed with the SEC on February 4, 2015 by William Blair & Company, LLC. Fidelity Management & Research
(4)
Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 10, 2015 by The Vanguard Group, Inc. (“Vanguard Group”). As of December 31, 2014 Vanguard Group had sole voting power with respect to 59,419 shares of Common Stock, sole dispositive power with respect to 2,581,686 shares of Common Stock and shared dispositive power with respect to 56,119 shares of Common Stock. Vanguard Fiduciary Trust Company, ("Fidelity")a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 56,119 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 3,300 shares of Common Stock as a result of its serving as investment manager of Australia investment offerings.

16


subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 2,646,630 shares of the Common Stock outstanding of TriMas as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these shares. The principal place of business for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109.
(5) 
Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 2, 2015 by BlackRock, Inc. (“BlackRock”). As of December 31, 2014 BlackRock had sole voting power with respect to 2,346,645 shares of Common Stock and sole dispositive power with respect to 2,450,556 shares of Common Stock.

19


(6)
For Messrs. Brooks, Cohen, Gabrys, Miller, Sherbin, Valenti, Wathen and Zalupski, the number set forth in the table includes options to purchase 48,333, 26,000, 22,333, 24,000, 25,000,, 26,000, 55,000, 200,000, 24,000, 66,667 and 37,33432,780 shares, respectively, granted under the Company'sCompany’s 2002 and 2006 Long Term Equity Incentive Plans, that are currently exercisable or will be per the SEC's beneficial ownership rules;exercisable; and for Mr.Messrs. Benson, Brooks, Cohen, Gabrys, Hindman, Miller, Parker, Sherbin, Stanage, Tredwell, Valenti, Wathen, Zalupski, Zeffiro and Ms. Gougarty, the number set forth in the table includes 8,3339,607, 4,944, 3,338, 3,338, 7,298, 3,338, 3,338,19,230, 3,338, 3,338, 3,338, 84,870, 12,934, 28,543 and 3,338 restricted stock unitsshares of Common Stock, respectively, awarded under the 2006 Long Term Equity Incentive Plan as earned in his employment agreement; and for Messrs. Brooks, Cohen, Gabrys, Miller, Sherbin, Valenti, Wathen, Zalupski and Zeffiro,and/or the number set forth in the table includes 5,979, 8,958, 8,958, 8,958, 11,911, 8,958, 40,756, 4,892 and 16,329 restricted shares of common stock, respectively, awarded under the 2006 Long Term2011 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 Mr. Wathen, each director nominee director and named executive officer,NEO owns less than one percent of the outstanding shares of the Company's common stockCommon Stock and securities authorized for issuance under equity compensation plans.
(8)
Mr. Wathen has an outstanding pledge of up to 200,000 shares of Common Stock, which is equivalent to less than 1% of the shares of Common Stock outstanding.


Equity Compensation Plan Information

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)		 Weighted-average exercise price of outstanding options, warrants and rights
(b)		 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1))
(c)
Equity compensation plans approved by security holders 251,667
 $6.39
 1,946,931
Equity compensation plans not approved by security holders —
 —
 —


(1)
As of December 31, 2014, includes 223,954 shares available for future issuance under the 2006 Long Term Equity Incentive Plan and 1,722,977 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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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, officers and greater than 10% shareholders (if any) to file reports of ownership and changes in ownership with respect to our securities with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers and greater than 10% shareholders regarding the necessity of filing reports. With the exception of theone late filing related to the reportsone report on Form 4 datedduring March 2014 for March 1, 2011 for each of Messrs. Wathen, Zeffiro, Sherbin andMr. Zalupski, we believe that all of our officers, directors and greater than 10% shareholders complied with all applicable Section 16(a) filing requirements for 20112014 with respect to the Company.
Executive Officers(1)
Officers of the Company serve at the pleasure of the Board.
NameAgeTitle
David M. Wathen59
62Director, President and Chief Executive Officer
A. Mark ZeffiroRobert J. Zalupski46
56Chief Financial Officer
Thomas M. Benson56
President - Cequent Performance Products
Lynn A. Brooks58
President - Packaging Systems
Joshua A. Sherbin49
52Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Robert J. ZalupskiColin E. Hindman53
41Vice President, Finance, Corporate Development and TreasurerHuman Resources

David M Wathen. Business experience provided under “Director and Director Nominees.”

A. Mark Zeffiro. Mr. Zeffiro was appointed Chief Financial Officer of the Company in June 2008. Prior to joining the Company, Mr. Zeffiro held various financial management and business positions with General Electric Company (“GE”) and Black and Decker Corporation (“Black & Decker”). From 2004, during Mr. Zeffiro's four-year tenure with Black & Decker, he was Vice President of Finance for the Global Consumer Product Group and Latin America. In addition, Mr. Zeffiro was directly responsible for and functioned as general manager of Black and Decker's factory store business unit, a $50 million business comprising 38 factory stores and 500 personnel. From 2003 to 2004, Mr. Zeffiro was Chief Financial Officer of First Quality Enterprises, a private company producing consumer products for the health care market globally, where he led all financial activities, including funding, banking and audit. From 1988 through 2002 he held a series of operational and financial leadership positions with GE, the most recent of which was Chief Financial Officer of their medical imaging manufacturing division.


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Thomas M. Benson. Mr. Benson has been President of the Company's Cequent Performance Products, Inc. subsidiary since 2008. Prior to his appointment in 2005 as President of Cequent Towing Products, Inc., Mr. Benson held various management positions within the Cequent business, including President of Draw-Tite, Inc. Before joining the Company in 1984, Mr. Benson held the position of Manager Warranty Systems at Ford Motor Company from 1978 to 1984.

Lynn A. Brooks. Mr. Brooks has been President of the Packaging Systems business since July 1996. He joined Rieke Corporation, today part of the Packaging Systems business, in May 1978. Prior to his current position, his responsibilities at Rieke included Assistant Controller, Corporate Controller, and Vice President-General Manager. Before joining Rieke, he served with Ernst & Young in the Toledo, Ohio and Fort Wayne, Indiana offices.

Joshua A. Sherbin. Mr. Sherbin was appointed the Company's General Counsel and Corporate Secretary in March 2005, and Vice President and Chief Compliance Officer in May 2008, prior to which he was employed as the North American Corporate Counsel and Corporate Secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was Senior Counsel, Assistant Corporate Secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with the law firm Butzel Long in its general business practice.

Robert J. Zalupski. Mr. Zalupski was appointed the Company's Vice President, FinanceCompany’s chief financial officer in January 2015. Previously he served as vice president, finance and Treasurer in Januarytreasurer since 2003 and assumed responsibility for Corporate Developmentcorporate development in March 2010. He joined the Company as Directordirector of Financefinance and Treasurytreasury in July 2002, prior to which he worked in the Detroit office of Arthur Andersen. From August 1996 through November 2001, Mr. Zalupski was a partner in the audit and business advisory services practice of Arthur Andersen providing audit, business consulting, and risk management services to both public and privately held companies in the manufacturing, defense and automotive industries. Prior to August 1996, Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately held clients in a variety of industries.

Joshua A. Sherbin. Mr. Sherbin was appointed the Company’s general counsel and corporate secretary in 2005, and vice president and chief compliance officer in May 2008, prior to which he was employed as the North American corporate counsel and corporate secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was senior counsel, assistant corporate secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with the law firm Butzel Long in its general business practice.

Colin E. Hindman.Mr. Hindman has been with TriMas since 2002 and was appointed vice president of human resources in February 2010. In August 2008, Mr. Hindman was appointed group HR director and from 2002 to 2007 Mr. Hindman served in a variety of management positions within TriMas’ human resource departments. Prior to joining TriMas, Mr. Hindman held human resource management positions from 1996 to 2002 within Dana Corporation, a manufacturer of automotive product solutions, and Wabash Technologies, a manufacturer of sensors, actuatorsand assemblies.


(1)    Effective January 12, 2015


TRANSACTIONS WITH RELATED PERSONS

Policy for Review, Approval or Ratification of Transactions with Related Parties

Pursuant to its written charter, the Audit Committee is responsible for reviewing reports and disclosures of insider and affiliated party transactions and monitoring compliance with the Company'sCompany’s written Code of Conduct, which requires employees to disclose in writing any outside activities, financial interests, relationships or other situations that do or may involve a conflict of interest or that present the appearance of impropriety.
Pursuant to the written charter of the Corporate Governance and Nominating Committee and the written Corporate Governance Guidelines, members of the Board of Directors must properly notify the President and Chief Executive Officer and the ChairmanChair of the Corporate Governance and Nominating Committee if any actual or potential conflict of interest arises between the

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Company and such member. After notification, the Board of Directors will evaluate and resolve the matter in the best interest of the Company upon recommendation of the Corporate Governance and Nominating Committee.
It is also the Company's unwrittenCompany’s policy, which policy is not otherwise evidenced, that the Audit Committee review and approve all transactions (other than those that are de minimis in nature) in which the Company participates and in which any related person has or will have a direct or indirect material interest. In reviewing and approving such transactions, the Audit Committee obtains all information it believes to be relevant to a review and approval of the transaction. After consideration of the relevant information, the Audit Committee approves only those related person transactions that are determined not to be inconsistent with the best interests of the Company.
In addition, the Company'sCompany’s credit facility and the indenture governing the Company's senior subordinated notes containcontains covenants that restrict the Company'sCompany’s ability to engage in transactions that are at prices and on terms and conditions not less favorable to the Company than could be obtained at an arm's-lengtharm’s-length basis from unrelated parties. Such covenants influence the Company'sCompany’s policy for review, approval and ratification of transactions with related parties.


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Heartland Industrial Partners
Initial Public Offering
On May 17, 2007, the Company completed an initial public offering which benefited all of the Company's pre-offering shareholders, and its officers and directors due principally to the creation of a public market for the Company's common stock. Upon the consummation of the offering, Heartland retained control of approximately 45.2% of the Company's voting stock. Disclosure of Heartland's ownership is described under “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.”
Shareholders Agreement
Heartland and other investors are parties to a shareholders agreement regarding their ownership of the Company's common stock (the “Shareholders Agreement”). The Shareholders Agreement provides Heartland and the other parties to it with certain registration rights under the Securities Act of 1933, as amended. There are no arrangements or understandings between any of the Company's directors on the one hand and Heartland on the other hand pursuant to which a director was selected.
Advisory Services Agreement
The Company and Heartland are party to an advisory services agreement, pursuant to which Heartland is reimbursed for certain of its expenses and may continue to earn a fee not to exceed 1.0% of the transaction value for services provided in connection with certain future financings, acquisitions and divestitures by the Company, in each case subject to the approval of the disinterested members of the Company's Board of Directors. Heartland did not charge the Company any fees related to transaction services in 2010 or 2011.
Management Rights Agreement
The Company has entered into an agreement with Heartland granting certain rights to consult with management and receive information about the Company and to consult with the Company on significant matters so long as Heartland continues to own any of the Company's securities. Heartland has the right to attend Board meetings as an observer even if they no longer have the right to designate one or more members of the Board. Heartland must maintain the confidentiality of any material non-public information it receives in connection with the foregoing rights. Heartland will not be paid any fees or receive any compensation or expense reimbursement pursuant to this agreement.
Relationships with Heartland
The managing general partner of Heartland is Heartland Industrial Associates, L.L.C. One of the Company's directors, Mr. Tredwell, is the managing member of Heartland Industrial Partners, L.L.C. Mr. Valenti, the Company's Chairman, is a former advisor to Heartland and is affiliated with entities that are members of a limited liability company that owns a limited partnership interest in Heartland. Heartland has informed the Company that its limited partners include many financial institutions, private and government employee pension funds and corporations. The Company may, in the ordinary course of business, have on a normal, customary and arm's length basis, relationships with certain of Heartland's limited partners, including banking, insurance and other relations.


EXECUTIVE COMPENSATION
Compensation Discussion and Analysis Overview

Introduction
This Compensation Discussion &and Analysis (“CD&A”) describes and analyzes the executive compensation programsprogram in place at the Company for 2011our Named Executive Officers (“NEOs”) for 2014, who are:
(1)     David M. Wathen - President and key elements of the program for 2012. Chief Executive Officer;
(2)    A. Mark Zeffiro - Former Executive Vice President and Chief Financial Officer during 2014;
(3)    Joshua A. Sherbin - Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary;
(4)    Thomas M. Benson - President - Cequent Performance Products;
(5)    Robert J. Zalupski - Chief Financial Officer; and
(6)    Lynn A. Brooks - Former President - Packaging Systems.
Your understanding of our executive compensation program is important to the Company. The goal of this CD&A is to explain:
Our compensation philosophy and objectives for executives of the Company including our NEOs;NEOs in 2014;

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The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant and management in the 2014 executive compensation process;
The key components of our 2014 executive compensation program;program and the successes and achievements our program is designed to reward;
How the decisions we makemade in the 2014 executive compensation process align with our executive compensation philosophy.philosophy and objectives; and
Throughout this CD&A, TriMas' NamedHow our NEOs’ 2014 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests.
2014 Executive Officers or NEOs means:
(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)Vice President Finance, Corporate Development and Treasurer - Robert J. Zalupski ("Vice President - Finance").

Summary
2011 EXECUTIVE SUMMARY
Philosophy and GoalsObjectives of Executive Compensation Program
Our executive compensation philosophy is to employ programs that help attract and retain key leaders, deliver pay that varies appropriately with the actual performance results achieved, and motivate executives to continuously strive to improve both our short-term and long-term financial and operating positions.positions, and reward financial and operating achievement by delivering pay that varies appropriately with the actual performance results achieved. Our goal isobjectives are to align our executives'executives’ compensation interests with thosethe investment interests of our shareholders, and encourage our executives to make decisions that will increase shareholder value over the longer-term. The Company attempts to achieve its policies

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philosophy and philosophiesobjectives by establishing performance objectivescriteria for its executive officers and by linking compensation to financial performance goals.

20112014 Financial Highlights
In 2011,Over the past several years, we reported record nethave made significant progress toward our strategic aspirations which include high single digit sales of $1.084 billion, an increase of 20% compared to 2010, withgrowth, earnings per share (“EPS”) growth at a higher rate than sales growth and continued optimization of our capital structure. While these aspirations continue to be a focus, we believe 2014 was a year of growth and transformation for TriMas, which we believe will carry into 2015. Despite a low growth economic environment, we improved sales levels in all six of our reportable segments. We initiated restructuring efforts across most of our businesses which we believe will drive future margin expansion and, in turn, better return on investment.
While the tactics we employ may differ between years, our strategic priorities remain consistent: generating profitable growth, enhancing profit margins, optimizing capital and resource allocation and striving to be a great place for our employees to work. During 2011,2014, the management team continued to make significant progress on our strategic initiatives,laid the foundation for future success, as highlighted in the specific accomplishments detailed below:

Improved both 2011 income and diluted earnings per share from continuing operations by approximately 30% comparedReported record net sales of $1.5 billion, an increase of 8.0%, with sales growth in all of our six segments, due to 2010;
Increased sales due tothe results of acquisitions, as well as new product introductions, market share gains and geographic expansion;
Sold the precision cutting tool and specialty fittings lines of businesses to continue to refine the business portfolio to support strategic imperatives and drive the highest return for shareholders;
Refinanced our U.S. credit facilities and amended our accounts receivable facility to reduce interest costs, extend maturities and improve financial and operational flexibility;
Managed operating working capital as a percentage of sales to below 13%, despite 20% growth in net sales;
Generated 2011 Free Cash Flow, defined asincreased levels of cash flows from operating activities lessfor 2014 of $123.4 million, an increase of 40.1% as compared to 2013, while continuing to invest in capital expenditures, of $63 million;working capital in acquisitions, and future growth and productivity programs;
Reduced total indebtedness,
Completed two acquisitions for approximately $382.9 million, net of cash acquired, and purchased the remaining 30% ownership of Arminak & Associates. The acquisition of Lion Holdings increases our footprint and capacity in Asia to better serve and capture demand from $448.3our large global packaging customers, while the acquisition of Allfast Fastening Systems significantly strengthens our product offering in aerospace applications. These acquisitions were in our Packaging and Aerospace reportable segments, which we believe to be the higher-growth and higher-margin segments that we strategically would like to grow at rates higher than our other segments;

Exited our non-core defense business, NI Industries. We received approximately $6.7 million asfor the sale of December 31, 2010,certain intellectual property and related inventory and tooling;

Announced plan to $381.0 million asseparate into two public companies via a tax-free spin-off of December 31, 2011;Cequent businesses; targeted completion during mid-2015;

As we progressed throughout 2014, we continued to benefit from our actions to reduce our debt levels, interest expense and
Ended leverage ratio, consistent with recent years. As a result of the acquisition of Allfast Fastening Systems in October 2014, we ended the year with record levelsa higher level of available liquidity.debt and leverage ratio, which we are committed to reducing. TriMas ended 2014 with $216.4 million of cash and aggregate availability under its revolving credit and accounts receivable facilities;

In addition, we continuedLaunched margin enhancement programs designed to make strategic investmentsoptimize manufacturing footprint, exited lower margin products and geographies, and achieve synergies from previous acquisitions;

Continued to invest in our business segments, including the completiona flexible manufacturing footprint to optimize manufacturing costs long-term, added necessary capacity, enhanced customer service and supported future growth; and

Further execution of three bolt-on acquisitions which enhanced our growth opportunities through expansion of the product portfolio, customer base and geographic reach. The management team also continued to drive productivity and lean initiatives across the organization. The savings realized from these actions enabled us to maintain or improve margins,fund our growth initiatives and to offset inflationary cost increases and to fund growth initiatives.increases.

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The significantThese accomplishments mentioned aboveduring 2014 led to a strong performance in 2011another successful year and continued to build upon the foundation for long termwe believe will drive future long-term growth and earnings expansion.


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Executive Compensation Best Practices
Below we highlight certain executive compensation practices that support the needs of our business, drive performance and align with our shareholders’ long-term interests. A summary of what we do and do not do in that regard follows.
Effective Corporate Governance Reinforces Our Compensation Program
WHAT WE DOWHAT WE DON’T DO
ü
Pay for Performance - We tie pay to performance. The majority of NEO pay is not guaranteed but is generally conditioned upon the achievement of pre-determined financial goals related to corporate and business unit performance.
û
No Employment Contracts- We do not have employment contracts with our NEOs.

ü
Mitigate Undue Risk- Our compensation practices are designed to discourage excessive risk-taking as related to performance and payout under our compensation programs.

û
No Excise Tax Gross-Ups Upon Change-of- Control- We do not provide for excise tax gross-ups on change-of-control payments.

ü
Reasonable Executive Severance/Change-of-Control Benefits - Our post-employment and change-of-control severance benefits are designed to be consistent with competitive market practice.
û
No Repricing Underwater Stock Options or Stock Appreciation Rights Without Shareholder Approval - We do not permit underwater stock options or stock appreciation rights to be repriced without shareholder approval.

ü
Share Ownership Guidelines- Our expectations for stock ownership align executives’ interests with those of our shareholders. Each NEO has exceeded this stock ownership requirement.

û
No Hedging Transactions or Short Sales Permitted and Restrictions on Pledging- Our policies prohibit executives, including the NEOs, and directors from engaging in hedging or short sales and limit executives, including NEOs, and directors from pledging with respect to the Company’s Common Stock.
ü
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.

ü
Review Tally Sheets - The Committee reviews tally sheets for our NEOs to ensure they have a clear understanding of the impact of various decisions, including possible payments under various termination scenarios prior to making annual executive compensation decisions.

ü
Double Trigger Change-of-Control Severance Benefits - Our Executive Severance/Change-of-Control Policy provides for payment of cash severance and vesting of equity awards after a change-of-control only if an executive experiences a qualifying termination of employment within a limited period following the change-of-control.
ü
Independent Compensation Consulting Firm - The Committee benefits from its utilization of an independent compensation consulting firm which provides no other services to the Company.



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Summary of Key Compensation Decisions and Outcomes for 20112014
The key decisions of the Compensation Committee (the "Committee") made during 2011for 2014 are recappedsummarized below and discussed in greater detail in the remainder of this CD&A.&A:
Base salary adjustments: Salary Adjustments
The Committee approved modest base salary adjustments for four of our NEOs, that rangedranging from 1.2%2% to 3%, to recognize individual performance andconsistent with general market movement.movement for the respective positions.

2011 Short TermShort-Term Incentive Program
◦Company-wide:
The Committee approvedCompany-Wide:
No changes were made from 2013 to the metrics and weightings used in the Company-wide Incentive Compensation Plan ("ICP") for 2011 in which the President and CEO, CFO, General Counsel, and Vice President - Finance participate to continue the focus on metrics that align our2014 short-term incentive program with the creation of value for shareholders. Return on Average Invested Capital and the Non-Financial Objectives were eliminated as performance measures, which allowed for greater focus on Sales and Profitability, Earnings Per Share and Cash Flow. (“STI”).
The Committee approved increases to the 2011 target awardsincentive award percentages for Messrs. Wathen, (110% to 112.5% of base)Zeffiro, Sherbin and Zeffiro (70% to 72.5% of base) to further increase the focus on performance-based pay. The target percentage for the General Counsel and Vice President - FinanceZalupski remained the same.

same as in 2013.
Based on the Company-wide 20112014 performance, the ICPSTI attainment was 185%77.6% of target, which is being paidand incentive payouts were made in 2012.early 2015. Amounts earned based on actual performance results varied by metric, from a low of 125%42% of target for Sales/Profitability to a maximum of 250%200% of target based on performance results achieved.for Cash Flow.

Packaging Systems:
◦Packaging Systems:
TheFor fiscal year 2014, the Committee approved changes to the metrics appliedbusiness unit STI measures and weightings to Packaging Systemsincrease focus on margin expansion. Specifically, the Committee added gross margin as an additional factor to the productivity metric and established the weighting for the 2011 ICP.new margin/profitability measure at 25%. The changes which impactCommittee reduced the bonus calculation for the President - Packaging Systems included the elimination of Inventory Turnovercash flow and Non-Financial Objectives as performance measuressales/profitability weightings to 25% and greater emphasis on the Cash Flow, Productivity and New Products/Product Growth metrics to align with the Company's commitment to delever and focus on improving productivity and sales growth. 35%, respectively.
The target bonusincentive award percentage for Mr. Brooks remained the same for the President - Packaging Systems.

as in 2013.
Based on the Packaging Systems 2011Systems’ 2014 performance, the ICPSTI plan attainment was 75%111.3% of target, which is being paidand this payout was made in 2012.early 2015. Amounts earned based on actual performance results varied by metric, from a low of 0% of target for Gross Margin/Productivity to a maximum of 150%200% of target for % New Products/Product Growth.
Cequent Performance Products:
For fiscal year 2014, the Committee approved changes to the business unit STI measures and weightings to increase focus on margin expansion. Specifically, the Committee added gross margin as an additional factor to the productivity metric and established the weighting for the new margin/profitability measure at 25%. The Committee reduced the cash flow and sales/profitability weightings to 25% and 35%, respectively.
The target incentive award percentage for Mr. Benson remained the same as in 2013.
Based on Cequent Performance Products’ 2014 performance, the STI plan attainment was 30% of target, and this payout was made in early 2015. Amounts earned based on actual performance results varied by metric, from a low of 0% of target for Sales/Profitability, Cash Flow, and Gross Margin/Productivity to a maximum of 200% of target % New Products/Product Growth.
Short-Term Incentive Compensation to Equity
Amounts earned by the NEOs were paid 80% in cash, with the remaining 20% paid in shares of restricted stock units that vest on the one-year anniversary of the grant date. This program feature promotes retention as well as the alignment of executives’ compensation interests with the investment interests of our shareholders.
Long-Term Incentive Program
In 2014, as it did in 2013, the Committee granted performance stock units (“PSUs”) and service-based restricted stock awards (“RSAs”) to each of the NEOs. Each NEO’s total long-term incentive (“LTI”) target award value was allocated equally between these vehicles, and all awards earned will be settled in shares.

The 2012 to 2014 PSU cycle was completed at the end of 2014. Based on performance results achieved.for the two metrics of EPS and Cash Flow generation, awards were earned at 70.25% of target.
Compensation Risk Assessment
In August 2014, the Committee requested that Meridian Compensation Partners, LLC, the Committee’s independent compensation consultant (“Meridian”), conduct a risk assessment of the Company’s employee compensation programs. Based on this review, Meridian concluded that the Company’s employee compensation programs are unlikely to incent unnecessary risk taking, and the Committee and the Company’s management agree with this assessment.

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◦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 grant date. This program feature promotes retention as well as the alignment of executives' interests with those of our shareholders.

2011 Performance-Based Equity
◦The Committee granted equity awards to our President and CEO, CFO, General Counsel, and Vice President - Finance that are 100% performance based and vest in varying proportion only if TriMas achieves certain earnings per share ("EPS") and stock price targets on or before September 30, 2013. The awards were granted in recognition of their leadership and role within the Company and support our objective of linking executive rewards to performance.
Results and RoleConsideration of 2014 Shareholder Say-on-Pay Vote
At the Annual Meeting of Shareholders held on May 10, 2011, approximately 99.2%8, 2014, over 99% of the shareholders who voted on or abstained with respect to the “say-on-pay”triennial “Say-on-Pay” proposal approved the compensation of our named executive officers. then-NEOs.
In viewlight of this vote outcome, and uponwhich was considered by the Committee in its first meeting following the 2014 Annual Meeting, as well as the Committee’s ongoing program evaluation, the Committee views its 2014 decisions regarding various aspects of the existing compensation program the Committee decisions in 2011 wereas consistent with the

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overall philosophy and structure of the program.program that has been supported by our shareholders. As a result, the Committee did not make any changes to the executive compensation program for 2014 or subsequent years that were based specifically on the results of our 2014 Say-on-Pay vote.
At the 2011 Annual Meeting of Shareholders, aA majority of the shareholders who voted on the frequency for future “Say-on-Pay” votes at the 2011 Annual Meeting of Shareholders approved triennial advisory Say-on-Pay votes. In alignment with the “say-on-pay” vote approvedshareholder recommendation, an advisory vote on the Company's executive compensation every three years. In alignment with the shareholder vote, we will hold advisory votes on the Company'sCompany’s NEO compensation in 2014 and againis submitted to shareholders for vote at every third Annual Meeting; the next advisory Say-on-Pay vote is expected to be held in 2017, at which time we will also expect to hold the next required vote on the frequency of the shareholder vote on executive compensation.future Say-on-Pay votes.

Approval of the 2011 Omnibus Incentive2014 Executive Compensation Plan

At the May 10, 2011 Annual Meeting of Shareholders, the shareholders approved the 2011 OmnibusIncentive Compensation Plan. The plan provides for the award to directors, officers, employees, and other service providers of the Company of restricted stock, restricted stock units, options to purchase stock, stock appreciation rights, unrestricted stock and other awards to acquire up to an aggregate of 850,000 shares of common stock.  The purpose of the 2011 Plan is to enhance the ability of the Company to attract and retain highly qualified directors, officers, key employees and other persons and to motivate them to serve the Company and to improve the business results and earnings of the Company by providing the opportunity to them to acquire or increase a direct equity interest in the operations and future success of the Company.


DETAILED PROGRAM DESCRIPTIONSProgram Description
Overview of Key 2014 Program Elements
OurEach year, our Committee works closely with the Company'sCompany’s leadership team to refine our executive compensation programs,program, to clearly articulate its objectives to our executives and to emphasize our focus on performance-based compensation wherebyso that executives are rewarded for results that create long-term shareholder value.
CompensationThe percentage of total compensation that is performance-based (as opposed to fixed) increases as an executive'sexecutive’s responsibility increases. The Committee believes that the portion of an officer'sofficer’s total compensation that is dependent on performance results achieved should increase commensurate with position level and accountability.

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The main elements of our compensation structure and how each supports our compensation philosophy and objectives are summarized below:in the following chart: 
Principal 2014 Compensation Elements
ElementDescriptionPerformance ConsiderationPrimary ObjectiveObjectives
FixedBase SalaryFixed cash paymentcompensation component payable in cash. Reviewed annually and subject to adjustmentBased on level of responsibility, experience, knowledge, and individual performanceAttract and retain
Short Term ICPVariableShort-Term Incentive PlanShort-term incentive payable on performance against annually established goals, and paid in cash and equity payment (20% of award paid in restricted stock units, subject to one year vest)one-year vesting)Measured by corporate and business unit performance oriented towards short-term financial goalsPromote achievement of short-term financial goals aligned with shareholder interests, as well as retention due to the 1 yearone-year vesting requirement on the equity award
Long TermVariableLong-Term Incentive PlanEquity based awards includesinclude restricted stock options, restricted shares, and performance sharestock units (note that not all types of awards are granted every year)Creation of shareholder value and realization of medium and long-term financial and strategic goalsCreate alignment with shareholder interests;interests, and promote achievement of longer-term financial and strategic objectives
FixedRetirement and Welfare BenefitsRetirement plans, health care and insurance benefitsIndirect - executive must remain employed to be eligible for retirement and welfare benefitsAttract and retain
FixedPerquisites - Flexible Cash Allowance and Executive PhysicalsFixed cash payment and executive physicalsIndirect - executive must remain employed to be eligibleAttract and retain

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Role of the Compensation Committee
The Board designedBoard-designed governance process expressly delegates to the Committee the responsibility to determine and approve the President and CEO'sMr. Wathen’s compensation, as well as to make all decisions regarding compensation for the other NEOs.
The Committee is composed entirely of independent directors, none of whom derives a personal benefit from the compensation decisions the Committee makes. Although the Committee does have responsibility for Board compensation matters, all such decisions are subject to full Board approval. The Board and Committee recognize the importance of executive compensation decisions to the management and shareholders of the Company.
The role of the Committee is to oversee compensation and benefit plans and policies, review and approve equity grants and administer share-based plans, and review and approve annually all compensation decisions relating to the Company'sCompany’s directors (which decisions are subject to Board approval) and executive officers, including the President and CEOMr. Wathen and other NEOs. See “Summary of Key Compensation Decisions and Outcomes for 2014” for a summary of Committee decisions and outcomes.
Input from Management
Certain senior executives provide information used by the Committee in the compensation decision-making process. Specifically, our President and CEOMr. Wathen provides input to the Committee regarding corporate and business unit performance goals and results. He also reviews with the Committee the performance of the executive officers who report directly to him, and makes recommendations to the Committee regarding their compensation. Our CFOFor 2014, Mr. Zeffiro also providesprovided input and analysis regarding financial and operating results. Our Vice President, Human Resources regularly works with the Committee Chairchair to prepare materials for Committee discussions and presents management'smanagement’s recommendations regarding program changes.
The Committee carefully considers management'smanagement’s input, but is not bound by their recommendations in making its final pay program decisions.

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Independent Compensation Committee Consultant
The Committee has retained an outsideMeridian, as the Committee’s external executive compensation consulting firm, to advise the Committee on various executiveis retained by and director compensation matters. For fiscal year 2011, the Committee engaged Meridian Compensation Partners, LLC ("Meridian").
Meridian reports directly to the Committee.
Use of an outside consultant is an important component of the TriMasour compensation setting process, as it enables the Committee to make informed decisions based on market data and best practices. Representatives from Meridian attend Committee meetings, meet with Committee members in executive session and consult with the members as required to provide input with regard to the President and CEO'sMr. Wathen’s compensation based on the Committee'sCommittee’s assessment of his performance.
Meridian has no affiliations with any of the NEOs or members of the Board other than in its role as an outside consultant. The Committee has been advised that Meridian has in place policies and procedures designed to prevent conflicts of interest and after applying such policies and procedures, determined that no conflict of interest existed in performing consulting services for the Company. Meridian does not provide any other services to the Company. All work performed by Meridian, whether with the Committee directly or with management at the direction of the Committee, requires pre-approval by the Chair of the Committee. The Committee has assessed the independence of Meridian, as required under NASDAQ listing rules.
During 2011, Meridian's consulting related primarily to2014, Meridian consulted regarding the Company'sCompany’s compensation analysis for the NEOs and Board, as well as the development of the annual long-term equity compensation plan, providing adviceNEOs. Meridian also provided information on market trends and developments in executive compensation practices, and providingconducted a market analysis of peer group and market informationcompensation levels to enable the Committee to confirmgenerally develop comfort that the Company'sCompany’s executive compensation structure is commensurate and competitive with the executive officers' responsibilities. During 2011,officers’ responsibilities as well as appropriately competitive, prepared a pay and performance comparison for Mr. Wathen, conducted a risk assessment of the Company paid Meridian approximately $209,000 for advisingCompany’s executive compensation programs, provided input on our proxy statement and CD&A, provided an analysis of the Committeehistorical performance of our peers, reviewed the design of incentives and other programs in place at our peers, consulted regarding the compensation considerations of the proposed spin-off of Cequent and provided input on executive and director compensation matters. 

topics to be included in the Committee’s annual calendar.
The Role of Compensation Benchmarking and Peer Group Assessment

Each year, the Committee reviews the appropriateness of our peer group.
In August 2013, the Committee reviewed and revised the benchmarking peer group utilized to support pay decisions that were made. Due to being acquired, Gardner Denver, Inc., Kaydon Corporation, and Lufkin Industries Inc., were removed from the peer group. The Committee also removed Teleflex Incorporated., Winnebago Industries, Inc., and Thor Industries, Inc. from the peer group due to differences in industry segments and or pay practices. The following companies were added for the 2014 pay analysis: Barnes Group Inc., Chart Industries, Inc., Colfax Corporation, Ducommun Incorporated, Flowserve Corporation, SPX Corporation, Wabash National Corporation, and Woodward Inc. The Company believes these changes more closely aligned the composition of the peer group to provide an appropriate point of comparison for pay decisions.
The peer group includes companies in the same or similar Global Industry Classification Standard categories as TriMas (Industrial Machinery), and that are roughly comparable to the Company in size (generally, their 2013 revenue ranged from one-third of to three times TriMas’ 2013 revenue), which was $1,394.9 million. This group also includes companies against which TriMas competes for customers, market share and talent.

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The following table identifies the companies in our peer group for 2013 and 2014:
COMPANY PEER20132014 COMPANY PEER20132014
Actuant Corporation
•
•
 Graco Inc.
•
•
AMETEK, Inc.
•
•
 Greif, Inc.
•
•
Aptar Group Inc.
•
•
 IDEX Corporation
•
•
Barnes Group Inc. 
•
 Kaydon Corporation
•
 
Carlisle Companies Incorporated
•
•
 Lufkin Industries, Inc.
•
 
Chart Industries, Inc. 
•
 Roper Industries, Inc.
•
•
Colfax Coporation 
•
 Silgan Holdings Inc.
•
•
Crane Co.
•
•
 SPX Corporation 
•
Donaldson Company, Inc.
•
•
 Stoneridge, Inc.
•
•
Drew Industries Incorporated
•
•
 Teleflex Incorporated
•
 
Ducommun Incorporated 
•
 Thor Industries, Inc.
•
 
EnPro Industries, Inc.
•
•
 TransDigm Group Incorporated
•
•
Flowserve Corporation 
•
 Wabash National Corporation 
•
Gardner Denver, Inc.
•
  Woodward, Inc. 
•
GenCorp Inc.
•
•
  Winnebago Industries, Inc.
•
 

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Pay for Performance
A meaningful percentage of each NEO’s target total direct compensation is variable, consisting of STI awards and LTI awards. The actual amounts realized from the incentive awards depend on performance results, consistent with our belief that a substantial percentage of each NEO’s compensation should be tied to Company and/or business unit performance. The mix of target compensation for 2014 for Mr. Wathen and the average for the other NEOs are as follows:
Analysis of Key 2014 Compensation Components and Decisions
The Compensation Committee believescontinues to believe that reviewing market benchmark pay data is an important element in ensuring that the overall executive compensation program remains competitive. For 2014, the Committee’s initial objective was to set target compensation levels for each of the NEOs at the size-adjusted market median, with an opportunity to earn above market STI and LTI awards if shareholders received above market returns. However, the Compensation Committee doesdid not rigidly rely only on this market data, in making pay decisions; it considers suchbut considered other factors such as overall Company and individual performance, tenure in current role, increasing complexities in certain businesses due to geographic, product and acquisition expansion, general business conditions and the goals of retaining and motivating leadership talent.talent when determining final target pay.
In 2011, the Committee reviewed and affirmed the same benchmarking peer group utilizedBased on competitive market data provided by Meridian, we made compensation decisions for 2014 that resulted in the previous year.

23


The peer group includes companies in the same or similar Global Industry Classification Standard categories as TriMas, and that are roughly comparablepositioning relative to the Company in size (generally, their 2010 revenues ranged from one third of to three times TriMas' 2010 revenues). Thisbenchmark group also includes companies against which TriMas competes for customers, market share and talent.
The Committee used the peer group to benchmark pay for the Company's NEOs. Data from this analysis was used to make pay decisions for 2011 and to support pay decisions made for 2012. No changes occurred in the peer group during 2011 and the following 24 companies comprise the Committee's peer group:
Actuant Corporation Gardner Denver Robbins & Meyers
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 Transdigm Group
EnPro Lufkin Industries Winnebago Industries
The Committee plans to review the peer group periodically to ensure it remains suitable for benchmarking purposes. The Committee anticipates that changes in the group will occur from time to time based on the evolution of the Company's business strategy, the business mix of the peer companies and the availability of comparative data.
In general, the Committee's objective is to set target compensation levels at market median with an opportunity to earn above market awards when shareholders have received above market returns. However, the Committee recognizes that it may occasionally need to set and pay target compensation above this range depending on the circumstances (for example, to address specific individual hiring or retention issues). In determining the compensation components for each NEO for 2011, the Committee generally focused on market values at the size adjusted median. It also subjectively considered other factors in its decision process including individual performance, Company performance, experience and incremental cost. Specific positioning against the market is describedas indicated in the following paragraphs in greater detailtable. For this analysis, we consider the target compensation that is within plus or minus 10% of the market median as approximating the median, or “AM.”

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Further explanation is provided below for each componentcompensation decisions outside of pay.this range.
Named Executive OfficerBase Salary
Target
Short-term Incentive
Target
Long-term Incentive
Target Total CompensationRationale/Considerations
Mr. WathenAMAM17%AMTarget LTI was positioned above market median levels to increase the proportion of Mr. Wathen’s at risk pay, and to recognize historical Company performance and Mr. Wathen’s skills and experience in the role.
Mr. Zeffiro11%24%23%19%Target base salary, STI and LTI were above market median to reflect Mr. Zeffiro’s scope of responsibilities, individual performance, additional compliance responsibilities due to acquisitions and geographic expansion and to address general retention considerations.
Mr. SherbinAM12%AMAMTarget STI for Mr. Sherbin was positioned slightly above market median to reflect his experience, the increased complexity and compliance responsibilities resulting from changes in the Company’s legal structure due to acquisitions and international expansion and individual performance.
Mr. Benson19%13%AMAMBase salary was set above market median levels to reflect Mr. Benson’s business unit complexities (a combination of three separate business lines into one), historical individual and business performance and general retention considerations. Target STI for Mr. Benson was positioned slightly above market median to reflect the complexity and scope of his responsibilities.
Mr. Zalupski11%48%29%23%Compensation components were set above market median levels to reflect Mr. Zalupski’s experience, scope of responsibility, internal equity position within the Company as well as his future potential to take on additional responsibilities as CFO.
Mr. Brooks36%66%(17)%20%The Committee made no changes to base salary and STI in 2014 for Mr. Brooks as the established base pay and STI was significantly above the market median due to historical business unit performance and his tenure in the position. Target LTI was set below market to bring total compensation more in line with market.

Compensation Components
Description of the material elements of the Company'sour 2014 executive compensation program the purpose for each and decisions made regarding each element are provided in the following paragraphs.
2014 Base Salary.Salary
Base salaries for the Company'sour NEOs are generally established based on the scope of their responsibilities, prior relevant background, trainingexperience and skills, and competitive market pay levels. The Committee believes that executive base salaries should generally be competitive with the size-adjusted median salaries for executives in comparable positions at the benchmark peer group.companies. We believe that providing competitive salaries is key to itsour ability to successfully attract and retain talented executives.
Each year, the Committee considers whether to grant merit increases and/or market-based adjustments to TriMas'TriMas’ NEOs. In doing so, doing, it considers several factors such as individual responsibilities, Company and individual performance, experience and alignment with market levels.levels, as noted in the table above for 2014 base salaries.

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Based on the foregoing considerations, the Committee approved the following salary adjustments for 20112014 for our NEOs:
NEO Base Salary Rate as of January 1, 2014  Base Salary Rate
effective June 30, 2014		 % Increase
Mr. Wathen $721,000
 $742,700
 3.0%
Mr. Zeffiro $460,700
 $474,600
 3.0%
Mr. Sherbin $392,500
 $400,400
 2.0%
Mr. Benson $335,800
 $345,900
 3.0%
Mr. Zalupski $290,000
 $298,700
 3.0%
Mr. Brooks(1)
 $454,800
 $454,800
 0.0%
NEO Base Salary as of January 1, 2011  Base Salary Rate
effective July 2, 2011		 % Increase
President and CEO $691,875
 $700,000
 1.2%
CFO 400,000
 410,000
 2.5%
General Counsel 370,000
 381,100
 3.0%
President - Packaging Systems(1)
 430,500
 442,500
 2.8%
Vice President - Finance 265,225
 273,200
 3.0%

24


 
(1)President, Packaging Systems: Salary level includes a supplemental allowance of $33,000 paid in lieu of life insurance formerly provided. The $33,000 supplemental allowance is not included when comparing base salary to market median, nor is it included when calculating base salary increases.
    
The aboveWith respect to 2014, Messrs. Wathen, Zeffiro, Sherbin, Benson, and Zalupski each received increases represent increasesin base pay consistent with merit assessments and general market movement for the respective positions.overall salary increases and short-term incentives.


The Committee has also approved the following salary levels to become effective July 2, 2012:
NEO Base Salary as of July 2, 2012 % Increase
President and CEO $700,000
 —
CFO 430,500
 5.0%
General Counsel 392,500
 3.0%
President - Packaging Systems 454,800
 3.0%
Vice President - Finance 281,400
 3.0%

The Committee concluded that the President and CEO's base salary is consistent with market levels and no change was necessary. The 2012 increases for the remaining NEOs reflects merit assessment and general market movement for their respective positions.

2011 TriMas Short Term2014 Short-Term Incentive Compensation Plan

The goal of the Short Term ICPSTI Plan is to support our overall business objectives by aligning corporate and business unit performance with the goals of shareholders and focusing attention on the key measures of success. The ICPSTI is designed to accomplish this goal by providing the opportunity for additional cash orand stock-based rewards when pre-established performance goals are achieved. The ICPSTI also plays a key role in ensuring that our annual cash compensation opportunities remain competitive. The STI awards are provided under our 2011 Omnibus Incentive Compensation Plan.
Target awards.Each of our NEOs has a target bonusSTI opportunity for the plan year that is expressed as a percentage of base salary. Target awards for 20112014 are shown in the following chart:
NEO Target                            Bonus Amount Target Award as Percent of Salary
President and CEO $788,000
 112.5%
CFO 298,000
 72.5%
General Counsel 191,000
 50.0%
President - Packaging Systems 287,000
 70.0%
Vice President - Finance 137,000
 50.0%
NEO Target STI Amount Target Award as Percent of Salary
Mr. Wathen $835,600
 112.5%
Mr. Zeffiro 356,000
 75.0%
Mr. Sherbin 240,300
 60.0%
Mr. Benson 173,000
 50.0%
Mr. Zalupski 149,400
 50.0%
Mr. Brooks 295,300
 70.0%

BasedDepending on the performance results achieved, actual awards generally can vary as a percent of target from a threshold of 0% to a maximum of 215%220% for participants at the Company-wide level, and from 0% to 200% for business unit participants.
Consistent with the ICP program design, all ICPSTI participants, including the NEOs, whose target awards exceed $20,000 receive 80% of the awardsany earned award in cash and 20% of the award valueremaining 20% in the form of a restricted stock awardunits that vests one year from the grant date.date, generally subject to continued employment. The number of sharesunits awarded is based on the 20% award value divided by the closing share price on the closing date of the restricted stock unit grant. This program feature permits the ICPSTI to reward shorter-term performance and encouragesat the same time to encourage longer-term employee retention.
Performance measures.Measures. The ICPSTI measures Company-wide financial performance indicators to determine bonusesSTI earned by participants with Company-wide responsibilities. Messrs. Wathen, Zeffiro, Sherbin, and Zalupski cancould earn bonuses

25


STI awards based on achieving Company-wide performance goals. As participantseach participant with business unit level responsibility areis assessed based on metrics that evaluate solely the performance of the relevant business unit, Mr. Brooks' ICP isMessrs. Brooks’ and Benson’s STI awards were based on the results achieved by Packaging Systems.Systems and Cequent Performance Products, respectively.
Each year, the Committee approves the specific performance metrics for that year'syear’s program, and their relative weightings based on the importance of that measure to the Company for the fiscal year. If the designated target level for each performance metric is attained, the planSTI award will pay out at 100% offor the metric. The threshold is the lowest level of payout below which no payment is made for that specific component. If performance for a metric is between the identified threshold and the

32


maximum, the actual payout is determined based on the achievement of milestones within thea matrix, with the distance between the milestones pre-determined depending on the respective metric.
Company-wideCompany-Wide Performance Measures. The following Company-wide performance metrics were selected for the 2011 ICP2014 STI for employees with Company-wide responsibility:responsibility (Messrs. Wathen, Zeffiro, Sherbin and Zalupski):
Sales/Profitability-40%Profitability - 40%. This metric provides for rewards based on our performance in two areas: (1) the Company'sCompany’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 net trade sales excluding all intercompany activity. This measure of profitability was selected because it is viewed as a leading indicator of our ability to effectively manage both our revenues and costs throughout the business cycle.
Earnings Per Share-30%Share - 40%. Earnings Per Share (“EPS”) is the diluted earnings per share, from continuing operations, as reported in the Company'sCompany’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. EPS is widely viewed by our shareholders as a key measure of overall profitability.
Cash Flow-30%Flow - 20%. 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.
As compared to 2010, the Company-wide performance metrics were revised to eliminate return on average invested capital and personal non-financial objectives, and instead emphasize the three measures described above. These changes reflect the Committee's assessment on a year to year basis to focus on measurable financial metrics that are most relevant over the current fiscal year.


For 2011,2014, the specific Company-wide performance goals and actual achievements were as follows:

MetricThresholdTargetMaximumWeighting
Sales/ProfitabilityAt $983.6 million in sales and 11.5% operating profit, the participant would receive 50% award of this metricAt $1,024.4 million in Sales and 12.5% operating profit, the participant would receive 100% award of this metricAt $1,075.2 million in Sales and 13.3% operating profit, the participant would receive 200% award of this metric40%
EPSAt $1.25 earnings per share, the participant would receive 50% award of this metricAt $1.40 earnings per share, the participant would receive 100% award of this metricAt $1.70 earnings per share, the participant would receive 250% award of this metric30%
Cash FlowAt $43.8 million cash flow the participant would receive 70% award of this metricAt $54.7 million cash flow the participant would receive 100% award of this metricAt $66.1 million cash flow the participant would receive 200% award of this metric30%
Metric   Threshold Target Maximum Actual 2014 Results Weighting Payout %
Sales/Profitability Performance Goal $1,394.9  million in sales and 9.9% operating profit $1,498.4  million in sales and 11.0% operating profit $1,603.3 million in sales and 11.2% operating profit $1,490 million in sales and 9.73% in operating profit 40% 16.8%
 Payout as % of Target 29% 100% 200% 42%  
EPS Performance Goal $1.96 earnings per share $2.16 earnings per share $2.38 earnings per share $1.93 earnings per share 40% 20.8%
 Payout as % of Target 50% 100% 250% 52%  
Cash Flow Performance Goal $49.5 million cash flow $66.0  million cash flow $82.5  million cash flow $84 million cash flow 20% 40%
 Payout as % of Target 70% 100% 200% 200%  

26


Packaging Systems performance measures.Performance Measures. For 2011,2014, the ICP bonusSTI for the President - Packaging SystemsMr. Brooks was based on the following performance measures at the Packaging Systems level. This approach focuses Mr. Brooks on optimizing the performance of Packaging Systems rather than on overall Company-wide performance.
Sales/Profitability-40%Profitability - 35%. This measure provides for rewards based on Packaging Systems'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. This measure of profitability was selected because it is viewed as a leading indicator of our ability to effectively manage both our revenues and costs throughout the business cycle.

33


Cash Flow-20%Flow - 25%. 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.
Productivity-20%Gross Margin/Productivity - 25%. This measure provides for rewards based on performance in two areas: (1) recurring gross profit as a percent of net sales (gross margin) and (2) productivity. ��Recurring gross profit means net trade sales (excluding intercompany sales) less cost of sales (bonus expense included in the calculation of cost of sales is excluded) and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments.  Productivity is a measure 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.,(for example, the natural leverage of fixed costs attributable to higher levels of production).
% New Products/Product Growth-20%Growth - 15%. The Percentage of 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.
The Committee changed the Packaging Systems STI measures and weightings to increase focus on margin expansion. Specifically, the Committee added gross margin as an additional factor to the productivity metric and established the weighting for the new margin/productivity measure at 25%. The Committee reduced the cash flow and sales/profitability weightings to 25% and 35% respectively.

For 2014, the specific performance goals and actual achievements for Packaging Systems were as follows:
Metric   Threshold Target Maximum Actual 2014 Results Weighting Payout %
Sales/Profitability Performance Goal $288.1  million in sales and 23.5% operating profit $320.1 million in sales and 25.0% operating profit $336.1 million in sales and 25.5% operating profit $330.3 million in sales and 25.2% in operating profit 35% 50%
 Payout as % of Target 35% 100% 

200%
 143%  
Cash Flow Performance Goal $62.56  million cash flow 
$78.2 million cash flow

 
$93.84 million cash flow

 $84.8 million cash flow 25% 31.3%
 Payout as % of Target 70% 100% 200% 125.2%  
Gross Margin/Productivity Performance Goal 35.16% margin and $6.6  million in productivity gains 
35.66% margin and $8.25 million in productivity gains

 
36.16% margin and $11.55 million in productivity gains

 0% margin and $9.32 million in productivity gains 25% 0%
 Payout as % of Target 20% 100% 200% 0%  
% New Product/Product Growth(1)
 Payout as % of Target 60% 100% 200% 200% 15% 30%


(1)
The specific threshold, target and maximum performance goals and actual results for this metric are not disclosed in this proxy statement due to competitive harm considerations. However, 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 2014 sales and

34


profitability and provide a foundation for 2015 activity. Achievement at each milestone requires innovation and commercialization. We believe that the goals have been established at levels that should be appropriately difficult to attain. The threshold goals are expected to require a level of effort slightly above that generally expected from all of our employees to earn their fixed compensation, and the target goals are expected to require considerable additional and increasing collective effort on the part of all of our employees, but especially our NEOs, to achieve. Achievement of the maximum goal is considered to be a stretch goal given current market conditions.
Cequent Performance Products Performance Measures. For 2014, the STI for Mr. Benson was based on the following performance measures at the Cequent Performance Products level. This approach focuses Mr. Benson on optimizing the performance of Cequent Performance Products rather than on overall Company-wide performance.
Sales/Profitability - 35%. 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. This measure of profitability was selected because it is viewed as a leading indicator of our ability to effectively manage both our revenues and costs throughout the business cycle.
Cash Flow - 25%. 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.
Gross Margin/Productivity - 25%. This measure provides for rewards based on performance in two areas: (1) recurring gross profit as a percent of net sales (gross margin) and (2) productivity.  Recurring gross profit means net trade sales (excluding intercompany sales) less cost of sales (bonus expense included in the calculation of cost of sales is excluded) and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments.  Productivity is a measure 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 (for example, the natural leverage of fixed costs attributable to higher levels of production).
% New Products/Product Growth - 15%. The Percentage of 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.

As comparedThe Committee changed the Cequent Performance Products STI measures and weightings to 2010, Packaging Systems performance metrics were revised to exclude personal non-financial objectives in the interest of emphasizing measurable financial performance. The Packaging Systems metrics also eliminated inventory turnover in order to allocate additionalincrease focus on margin expansion. Specifically, the value attributableCommittee added gross margin as an additional factor to the productivity metric and established the weighting for the new margin/productivity measure at 25%. The Committee reduced the cash flow productivity and growth in the new marketssales/profitability weightings to 25% and products.35% respectively.


35


For 2011,2014, the specific performance goals and actual achievements for Packaging SystemsCequent Performance Products were as follows:
MetricThresholdTargetMaximumWeighting
Sales/ProfitabilityAt $187.7 million in sales and 26.3% operating profit, the participant would receive 50% award of this metricAt $204.0 million in Sales and 27.5% operating profit, the participant would receive 100% award of this metricAt $220.3 million in Sales and 28.3% operating profit, the participant would receive 200% award of this metric40%
Cash FlowAt $47.07 million cash flow the participant would receive 70% award of this metricAt $55.20 million cash flow the participant would receive 100% award of this metricAt $65.94 million cash flow the participant would receive 200% award of this metric20%
ProductivityAt $3.22 million in Productivity gains the participant would receive 60% award of this metricAt $4.03 million in Productivity gains the participant would receive 100% award of this metricAt $6.04 million in Productivity gains the participant would receive 200% award of this metric20%
% New Product/Product Growth
See note below.(1)
20%
Metric   Threshold Target Maximum Actual 2014 Results Weighting Payout %
Sales/Profitability Performance Goal $269.2  million in sales and 8.2% operating profit $299.1 million in sales and 9.7% operating profit $320.0 million in sales and 10.2% operating profit $295.3 million in sales and 7.1% in operating profit 35% 0%
 Payout as % of Target 21% 100% 200% 0%  
Cash Flow Performance Goal $25.76  million cash flow $32.20  million cash flow $38.64  million cash flow $14.2 million cash flow 25% 0%
 Payout as % of Target 70% 100% 200% 0%  
Gross Margin/Productivity Performance Goal 27.61% margin and $11.90  million in productivity gains 28.44% margin and $14.87 million in productivity gains 28.94% margin and $18.44 million in productivity gains 25.81% margin and $15.25 million in productivity gains 25% 0%
 Payout as % of Target 20% 100% 200% 0%  
% New Product/Product Growth(1)
 Payout as % of Target 60% 100% 200% 200% 15% 30%


(1) 
The specific threshold, target and maximum performance goals and actual results for this metric are not disclosed in this proxy statement due to competitive harm considerations. However, the Committee set the target for this metric at a level that requires Packaging SystemsCequent Performance Products to successfully expand its product portfolio and geographic market base to contribute both to 20112014 sales and profitability and provide a foundation for 20122015 activity. Achievement at each milestone requires innovation and commercialization. We believe that the threshold goals have been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including our NEOs, to achieve. Achievement of the maximum goal is considered to be a stretch goal given current market conditions. We believe that the goals have been established at levels that should be appropriately difficult to attain. The threshold goals are expected to require a level of effort slightly above that generally expected from all of our employees to earn their fixed compensation, and the target goals are expected to require considerable additional and increasing collective effort on the part of all of our employees, but especially our NEOs, to achieve. Achievement of the maximum goal is considered to be a stretch goal given current market conditions.


27


Award Determination and Payouts. In February of each year, the Committee determines the degree to which ICPthe STI goals for the prior year were achieved. For 2011, theachieved, which actual results achieved for each Company-wide performance measure are indicated below.
 MetricWeight Result Achieved 
Payout Earned as a
Percent of Total Target Award
 Sales/Profitability40% Sales: $1,084 million Oper Profit: 12.2% 50%
 
 Earnings per share30% $1.71 75%
 Cash flow30% $69 million 60%
      Total Target Award Payout
 
 185%

Results for Mr. Brooks, whose bonus is determined at the Packaging Systems level, are detailed below:
MetricWeight Packaging Systems
 Result Achieved 
Payout as
% of Target
Sales/Profitability40% Below Threshold 0%
Cash Flow20% Above Target 25%
Productivity20% At Target 20%
% New Products/Product Growth20% Above Target 30%
     Total    75%

The target and actual awards earned by our NEOs are listedhighlighted in the following chart:
NEOTarget Award as Percent of Salary Target Bonus Amounts Actual ICP Award Earned ICP Earned and Paid in Cash ICP Earned and Paid in Restricted Stock in March 2012
President and CEO112.5% $788,000
 $1,457,800
 $1,166,200
 $291,600
CFO72.5% 298,000
 551,300
 441,000
 110,300
General Counsel50.0% 191,000
 353,400
 282,700
 70,700
President - Packaging Systems70.0% 287,000
 215,300
 172,200
 43,100
Vice President - Finance50.0% 137,000
 253,500
 202,800
 50,700

2012 TriMas Incentive Compensation Plan - Program Highlights.

For fiscal year 2012, the Committee approved the following changes to the ICPtables above for the Company-wide, metric weightings to reinforce the emphasis on overall bottom line Company-wide performance results. Specifically, the Committee increased the weighting on Earnings Per Share from 30% to 35% and decreased the weighting on Sales/Profitability metric from 40% to 35%.
For fiscal year 2012, the Committee approved changes to the ICP at the Packaging Systems level to align withand Cequent Performance Products’ performance metrics. As a result, our NEOs earned the Company's strategic imperatives by increasing the weighting on Cash Flow from 20% to 30% and decreasing the weighting on each of Productivity and New Products/Product Growth from 20% to 15%.

All other key design features of the ICPfollowing STI payouts for 2012 remain unchanged. The NEO target awards for 2012, as a percent of base salary, are as follows:2014 performance:

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NEO Target Bonus Amount Target Bonus as a percentage 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%
Vice President - Finance 140,700
 50.0%
NEOTarget Award as Percent of Base Salary Target Short-Term Incentive Amounts Actual Short-Term Incentive Award Earned Short-Term Incentive Payout as % of Total Target Award 
Short-Term Incentive Earned and Paid in Cash(1)(2)
 
Short-Term Incentive Earned and Paid in Restricted Stock Units in March 2015 (1)(2)
Mr. Wathen112.5% $835,600
 $648,400
 77.6% $518,700
 $129,700
Mr. Zeffiro75.0% 356,000
 276,300
 77.6% 221,000
 55,300
Mr. Sherbin60.0% 240,300
 186,500
 77.6% 149,200
 37,300
Mr. Benson50.0% 173,000
 51,900
 30.0% 41,500
 10,400
Mr. Zalupski50.0% 149,400
 115,900
 77.6% 92,700
 23,200
Mr. Brooks70.0% 295,300
 328,700
 111.3% 328,700
 —

The Committee concluded(1)    Amounts earned by the NEOs are paid 80% in cash, with the remaining 20% paid in restricted stock units that vest on the one-year anniversary of the grant date.

(2)    Mr. Brooks resigned his position of President and CEO's short term incentive target award percentage is appropriately aligned- Packaging Systems effective August 15, 2014, agreeing to remain with market. The CFO's target award percentage was increased from 72.5%the Company in an advisory role to 75% of base salary for better market alignment. Target award percentagesprovide for the remaining NEO's alsoorderly transition of his duties and responsibilities to his successor. As part of his agreement to remain unchanged as they are viewed as appropriately aligned with marketthe Company over a transition period, it was determined that Mr. Brooks would receive his 2014 STI award levels.all in cash and not be required to defer 20% into restricted stock units.
Long-Term Incentive Program
Overview. The Company maintainsWe have historically maintained three operational equity incentive plans, referred to as the Company’s 2002 Long TermLong-Term Equity Incentive Plan, the Company’s 2006 Long TermLong-Term Equity Incentive Plan and the Company’s 2011 Omnibus Incentive Compensation Plan (collectively,(these last two plans, collectively, the “Equity Plans”). The 2002 Long Term Equity Incentive Plan will expire in 2012. The Equity Plans allow for grants to employees, directors and consultants of incentive and nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units or performance-based awards.
Purpose.Our long-term equity program has beenis 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. We make periodic grants to participants after considering such factors as overall business climate, corporate performance, share availability and retention considerations. The Company's historical approach to granting long term equity was to grant stock option awards that covered a three year period. Since
Under the last award of options in 2009, the Company has made equity awards to select participants to recognize leadership and retention concerns.

2011 Special Awards of Restricted Stock.
On February 24, 2011,2014 LTI Award Program, the Committee awarded restricted stock unitsgranted to Messrs. Wathen, Zeffiro, Sherbin and Zalupski in recognition of their leadership and role within the Company. The 2011 award emphasizes our objective of linking executive rewards with Company performance. The award consists of three components each to be settled in shares of the Company's common stock. The description of each component is listed below:
•Upon the Company 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 tied to this metric 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 vesting date and require that the recipient be employed by the Company as of each vesting 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 tied to these metrics will be granted and immediately vested 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 date on which the respective trading threshold is met, and require that the recipient be employed by the Company as of each vesting date.
•The awards consisted of the following number of restricted stock units:

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 $2.00 EPS Target $30 Stock Price Target $35 Stock Price Target
President and CEO21,000 10,500 10,500
CFO10,500 5,250 5,250
General Counsel5,840 2,920 2,920
Vice President - Finance3,500 1,750 1,750
2011 Incentive Compensation Plan Equity Component.
In connection with the approval by the Committee of the 2011 ICP payments, each NEO receives 80% of the payment in cash and 20% of the ICP award in restricted stock. The number of shares of restricted stock is based on the close of business stock price on March 1, 2012. As described earlier, these shares will vest on the first anniversary of the grant, provided the participant is employed by the Company at the time of vest. The value to be delivered to each NEO in restricted stock is as follows:
NEOICP Earned
and issued as Restricted Stock with vesting on March 1, 2013
President and CEO$291,600
CFO110,300
General Counsel70,700
President - Packaging Systems43,100
Vice President - Finance50,700
Program Changes for 2012. In 2011, the Committee undertook a review of its historical approach to granting long-termincentive awards.

Based on the Committee's evaluation of the objectives to be achieved with a long-term incentive strategy, which included input from the Committee's independent consultant and management, the Committee adopted a new long-term incentive program starting in 2012 that incorporates annual (rather than periodic) grants. The ongoing annual grant program includes both performance stockNEOs PSUs and service-based restricted stock units (rather than being focused on stock options). These changes more closelyawards, which align TriMas' program with market trends and provide a morean effective means of linking pay with achievement of our ongoing business strategy of maximizing Company performance to deliver value to our shareholders.

The Committee recognized the 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 could include both an annual grant as well as a one-time transition grant.2014 Long-Term Incentive Awards

2012 Long Term Incentive Awards. As described above, awards made in 2012 are referred to here as the "2012 Long Term Incentive" ("2012 LTI") and the "Transitional Long Term Incentive Plan" ("Transitional LTI").
2012 LTI: Under the 2012 LTI,2014 Long-Term Incentive Award Program (“2014 LTI”), equity awards arewere granted to the Company'sour NEOs and certain other eligible participants in order to promote the achievement of the Company'sCompany’s strategic goals. The 20122014 LTI award sizes as a percentage of each NEO'sNEO’s base salary arewere as follows:
NEO 20122014 LTI awardAward as a % of 2011June 30, 2014 Base Salary
President and CEOMr. Wathen 200
325		%
CFOMr. Zeffiro 140
175		%
General CounselMr. Sherbin 115
130		%
President - Packaging SystemsMr. Benson 50
85		%
Vice President - FinanceMr. Zalupski 5060
%
Mr. Brooks75%

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InAs discussed above, in determining the total value of the long-term incentive2014 LTI award opportunity for each executive, the Committee reviewed survey data provided by Meridian regarding competitive award levels.levels and considered each participant’s total compensation targets and level of responsibility within the organization.
Awards under the 20122014 LTI consist of performance stockPSUs and service-based restricted stock, units, which willwere designed to be settled in shares, with each corresponding tovehicle accounting for 50% of the overall long-term incentive2014 LTI target award value. The Committee believes that providing long-term incentive awards in the form of equity awards best achieves the long-term compensation objectives of the Company and aligns the executives' interests with the interests of the Company's shareholders. The balance between performance-based and time-based grants is in alignment with the development of the Company's growth strategy, motivates management to strike the appropriate balance between short-term and long-term decision-making and aligns management's long-term compensation closely with shareholder interests.

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The approved target 20122014 LTI grants for the 2012-20142014-2016 cycle for our NEOs are as follows:

NameService-Based
Restricted Stock ($ Value)		 PSUs ($ Value)
President and CEO$700,000
 $700,000
CFO287,000
 287,000
General Counsel219,100
 219,100
President - Packaging Systems102,400
 102,400
Vice President - Finance68,300
 68,300
Non-Executive Officer Employee Group1,195,500
 1,195,500

NameService-Based
Restricted Stock ($ Value)		 PSUs ($ Value)
Mr. Wathen$1,206,900
 $1,206,900
Mr. Zeffiro415,300
 415,300
Mr. Sherbin260,300
 260,300
Mr. Benson147,100
 147,100
Mr. Zalupski89,600
 89,600
Mr. Brooks158,200
 158,200
The dollar values listed in the above chart will bewere converted into a number of sharesunits based on the closing stock price on March 1, 2012. In addition to the NEOs, there are 45 participants in the 2012 LTI.5, 2014.
The 2014 service-based restricted stock award generally vests in three equal installments on the first three anniversaries of the grant date of the award.
The 2014 PSU award canawards were designed to be earned based on the achievement of specific performance measures over a period of three calendar years, withyears.  For the first three-year2014-2016 cycle beginning(began on January 1, 20122014 and endingends on December 31, 2014. For2016), 75% of the 2012-2014 cycle, the two performance measures are described below:

75%PSU award is earned based on the achievement of a specified EPS cumulative average growthCAGR rate ("EPS CAGR"). Earnings per share compounded annual growth rate forand 25% of the three fiscal years in the cycle; and

25%PSU award is earned based on cash generation. Cash generation refers to the Company's cash flow forachievement of a specified three-year average return on invested capital (“ROIC”).  EPS is the three fiscal years inmain driver of the cycle from operating activities lessaward value given it is the primary measure of performance by external shareholders. ROIC enforces the importance of allocating capital expenditures, as publicly reported byefficiently, which enables the Company plus or minus special items that may occur from time-to-time, divided byto increase 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.
The actual numberamount of PSUs earned will be determined based on performance achieved, with amounts that can vary from 30% of the target PSU award (assuming threshold performance) to a maximum of 250% of the target PSU award. If the threshold performance target is not achieved for the EPS CAGR or cash generation metric, respectively, no award is earned. The performance goals for the PSU awards are established at the beginning of the three-year cycle. The PSU award vests on a “cliff” basis at the end of the three-year performance period. For example, basedprofit it generates. Based on the degree to which the performance goals are met, any PSUs earned for the 2012-20142014-2016 cycle willwere designed to vest in 2015.2017.
Transitional LTI: In additionAlthough we have discussed above the designed vesting terms and provisions of the 2014 PSU awards, we currently anticipate that, in connection with the proposed spin-off of our Cequent business, the 2014 PSU awards (and the outstanding PSU awards for the 2013-2015 performance period) will be equitably adjusted by the Company in accordance with the terms of the Company's Equity Plans so that, generally, the awards will retain, in the aggregate, the same intrinsic value that the awards had immediately prior to the spin-off.
2012 LTI,PSU Grant (2012 to 2014 Performance Period) - Results
The following is provided to describe the performance goals for the 2012 PSU awards, the actual results relative to such performance goals, and how the Company is implementing a Transitional LTI, intended to address concerns aboutcalculated the competitiveness of pay as the program transitions from periodic to annual grants and related retention considerations. Given the deferral of the vesting of the performance unit portion of thepayout amount for each PSU award.
The 2012 LTI, the Transitional LTI provides the participant the opportunity for a vested equity benefit in 2013 and 2014.

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The Transitional LTI consists solely of performance-based grantsPSU award opportunities provided to the NEOs in 2012 represented performance based opportunities allocating 75% to EPS CAGR and other eligible participants. Any PSUs earned will be settled in shares. Sixty percent (60%)25% to cash generation for 2012 through 2014. Overall achievement could vary from 12.5% of the Transitional LTI awards can be earned based on 2012 EPS growth with the potential for the remaining 40% to be earned based on cumulative EPS CAGR for 2012 and 2013.
The approved target Transitional LTI grants for our NEOs are as follows:
  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
Vice President - Finance 68,400
 45,600
Non-Executive Officer Employee Group 1,062,700
 709,300

The amounts listed in the above chart, will be converted to a number of shares based on the closing stock price on March 1, 2012. In addition to the NEOs, there are 39 participants in the Transitional LTI.
For both portions of the Transitional LTI awards, any PSUs earned will be based solely on the degree to which predetermined EPS growth for 2012 and EPS CAGR for 2013/2014 goals are met, with amounts that can vary from 30% of the target PSU award (assuming threshold performance) to a maximum of 250%237.5% of the target PSU award. If theaward (assuming maximum performance), with no award earned if performance fell below threshold performancelevels.
The threshold, target, is notand maximum growth rates (with resulting EPS amounts), achieved growth rates (with resulting EPS amounts) and resulting percentage of target award achieved for eithereach portion of the PSU awards are summarized in the following tables:
 Attainment Weighting Total
EPS67.0% 75.0% 50.25%
Cash Conversion80.0% 25.0% 20.00%
Total Payout    70.25%


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 ThresholdTargetMaximum 
 EPS Growth RateEPSCash Generation Growth RateCash GenerationEPS Growth RateEPSCash Generation Growth RateCash GenerationEPS Growth RateEPSCash Generation Growth RateCash Generation% of Target Achieved
2012 - 2014 Performance6.0%$1.8760.0%$134,96415.0%$2.3995.0%$213,69322.0%$2.85120.0%$269,927 
Actual Results    11.4%$2.1780.0%$182,201    70.25%
The achieved growth rates and resulting EPS growth or EPS CAGR, noamounts for each year reported above were calculated with adjustments for acquisitions, divestitures, severance, business restructuring costs, debt refinancing and equity offering dilution pursuant to the terms of the Equity Plans and as approved by the Committee.
Performance results were calculated at the conclusion of the performance period (December 31, 2014), with payout amounts determined mathematically by multiplying the number of units per the target award is earned.for each NEO times the percent of target achieved (70.25%). The PSU awards were settled in shares in early 2015.
Special Cash Award
In January 2014, the Company paid a retention bonus, originally awarded in 2012, in the amount of $150,000 to Mr. Benson for continued service through January 31, 2014.
Benefits and Retirement Programs
Consistent with our overall philosophy, the NEOs are eligible to participate in benefit plans that are available to substantially all the Company'sCompany’s U.S. employees. These programs include participation in the Company'sCompany’s retirement program (comprised of a 401(k) savings component and a quarterly contribution component), and in our medical, dental, vision, group life and accidental death and dismemberment insurance programs. These retirement benefits are designed to reward continued employment with the Company and assist participants with financial preparation for retirement.
The Company makes matching contributions for active participants in the 401(k) savings component equal to 25% of the participants'participants’ permitted contributions, up to a maximum of 5% of the participant'sparticipant’s eligible compensation. In addition, for most employees the Company may contribute up to an additional 25% of matching contributions based on the Company'sCompany’s annual financial performance.
Under the terms of the Company'sCompany’s quarterly contribution component of its retirement program, the Company contributes to the employee'semployee’s plan account an amount determined as a percentage of the employee'semployee’s base pay upon an employee'semployee’s eligibility following one year of employment. The percentage is based on the employee'semployee’s age and for salaried employees ranges from 1.0% for employees under the age of 30 to 4.5% for employees age 50 and over. For 2011, Mr.2014, Messrs. Wathen, Sherbin, Benson and Zalupski received 4.5%, Mr. Zeffiro received 4.0%, Mr. Sherbin received 4.0%, Mr. Zalupski received 4.5% and Mr. Brooks received 7.0% due to a supplemental legacy benefit.
Executive Retirement Program
The Company'sCompany’s executive retirement program provides senior managers with retirement benefits in addition to those provided under the Company'sCompany’s qualified retirement plans. The Company offers these additional programs to enhance the competitiveness of total executive pay.pay so that it remains competitive in the market. Effective January 9, 2013 the Company began funding a Rabbi Trust for our obligations under this program. Trust assets are subject to the claims of the Company’s creditors in the event of bankruptcy.
Under the Supplemental Executive Retirement Plan (“SERP”), the Company makes a contribution to each participant'sparticipant’s account at the end of each quarter with the amount determined as a fixed percentage of the employee'semployee’s eligible compensation. The percentage is based on the employee'semployee’s age on the date of original participation in the plan (6.0% for Messrs. Brooks and Wathen, 4.0% for Messrs. Sherbin, Zeffiro and Zalupski). Contributions vest 100% after five years of eligible employment. Immediate vesting in the Company'sCompany’s contributions occurs upon attainment of retirement age or death.

32


The Compensation Limit Restoration Plan (“CLRP”) provides benefits to senior managers, including our NEOs, in the form of Company contributions which would have been payable under the quarterly contribution component of the Company'sCompany’s tax-qualified retirement plan, but for tax code limits on the amount of pay that can be considered in a qualified plan. There are no employee contributions permitted under this plan. Company contributions under the CLRP vary as a percent of eligible compensation based on the employee'semployee’s age.

39


The executive retirement program also provides for an elective deferral compensation feature to supplement the existing executive retirement program. For fiscal years beginning in 2011, an employeeEmployees eligible to receive SERP contributions may elect to defer up to 25% of base pay and up to 100% of bonus. This plan design component is intended to encourage the continued employment and diligent service of plan participants.
TriMas Corporation Benefit Restoration Pension Plan
Mr. Brooks participates in the TriMas Corporation Benefit Restoration Plan (“Benefit Restoration Plan”), which is an unfunded non-qualified retirement plan. The Benefit Restoration Plan provides for benefits that were not able to be provided to certain executives in the Metaldyne Pension Plan (a plan adopted by the Company'sCompany’s predecessor) because of tax code limits on compensation that may be considered inare applicable to benefits provided under a qualified retirement plan. The TriMas Corporation Benefit Restoration Plan was frozen as of December 31, 2002.
Under the frozen Benefit Restoration Plan, which consists of a pension and a profit sharing component, Mr. Brooks is eligible to receive a retirement benefit in addition to those provided under the Company'sCompany’s other plans. Upon termination on or after age 55, Mr. Brooks is entitled to receive a specified pension benefit annually, the age 65 present value of which is reflected in the “Executive Retirement Program” table.
Perquisites
The Company maintains a Flexible Cash Allowance Policy. Under this program, certain executives receive a quarterly cash allowance in lieu of other Company provided perquisites.Company-provided perquisites including supplemental universal life insurance, automobile allowance, private club membership, and tax reimbursements. Eligibility and amount offor the cash allowanceallowances, and the amounts, are periodically reviewed by the Committee.
For the fiscal year 2011,2014, the NEOs received no adjustment to the 2010 allowance amountfollowing cash allowances:
Messrs. Wathen, Zeffiro, Sherbin, Zalupski and continue to receiveBrooks - $55,000 each. The same cash allowance levels will remain in place in 2012 for participating executives, including the NEOs.
•Mr. Benson - $25,000
The Company continues to make executive physical examinations available to its officers. Finally, under certain circumstances, NEOs may utilize our corporate owned or leased aircraft for personal use (including spousal use). See footnote six to the 2014 Summary Compensation table below for more information about our NEOs who utilized this perquisite in 2014.
Change in ControlChange-of-Control and Severance BasedSeverance-Based Compensation
The NEOs are covered by the Company's Executive Severance/ChangeCompany’s Severance Policy, the operation of which is described in Control Policy. Thefurther detail below under “Post-Employment Compensation.” In general, the Severance Policy requiresprovides that the Company towill make severance payments to a covered executive if his or her employment is terminated under certain circumstances, as described below under “Post-Employment Compensation.”
Althoughqualifying circumstances. The Severance Policy does not provide for any excise tax gross-ups; however, it provides for payments otherwise due upon a significant part of compensation forChange-of-Control to be reduced to ensure that none are subject to the Company's executives is performance-based and largely contingent upon achievement of aggressive financial goals, the Executive Severance/Change in Controlgolden parachute excise tax. The Severance Policy provides important financial protection to certainthe named 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's executive officers.Company in order to receive any benefits under the Severance Policy. The Committee believes that offering this program is consistent with market practices, assures 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 Compensation Committee periodically reviews the Severance Policy to evaluate both its effectiveness and competitiveness and to determine the value of potential payments.
Risk Mitigation in our Compensation Practices
The Committee focuses on risk mitigation in the design and implementation of the Company’s compensation practices. The Committee seeks to properly balance maximizing shareholder value creation, maintaining a strong pay for performance relationship and providing for business risk mitigation. The Committee requested Meridian conduct a risk assessment of the Company’s employee compensation programs. Based on this review, Meridian concluded that the Company’s employee compensation programs are unlikely to incent unnecessary risk taking, and the Committee and the Company’s management agree with this assessment. In this regard, the Committee notes the employee compensation program includes a number of risk mitigation strategies, as detailed in the following chart:

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COMPENSATION PRACTICERISK 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 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 STI 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 our internal management disclosure committee.

Long-Term Incentive Compensation

Stock Ownership Guidelines. We have stock ownership requirements consistent with market norms for certain executives, including NEOs.

Multiple Performance Metrics. The LTI 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. 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 clawback policy permits the Committee to recoup or rescind equity awards to executives, including NEOs, under the LTI plan under certain situations, including restatement of financial results.


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Accounting and Tax Effects
The impact of accounting treatment is considered in developing and implementing the Company'sCompany’s compensation programs generally, including the accounting treatment as it applies to amounts awarded or paid to the Company'sCompany’s executives.
The impact of federal tax laws on the Company'sCompany’s compensation programs is also considered, including the deductibility of compensation paid to the NEOs, as regulated by Section 162(m) of the Code. MostWhile we believe it is in the Company’s and its shareholders’ best interests to have the ability to potentially grant qualified performance-based compensation for purposes of Section 162(m) of the Company'sCode under the Company’s executive compensation programs are designedprogram, we may decide to grant compensation that will not qualify as qualified performance-based compensation for deductibility underpurposes of Section 162(m), but of the Code. Moreover, even if we intend to preservegrant compensation that qualifies as qualified performance-based compensation for purposes of Section 162(m) of the Code, we cannot guarantee that such compensation will so qualify or ultimately will be deductible by the Company.
The Committee’s award of short- and long-term incentives may require achievement of threshold performance metrics. The actual amount to be paid to an NEO in respect to such an incentive award may be determined in accordance with the negative discretion of the Committee, based on its assessment of overall performance results. Although the Committee may take actions intended to limit the impact of Section 162(m) of the Code, the Committee also believes that the tax deduction is only one of several relevant considerations in setting compensation. The Committee believes that the tax deduction limitation should not be permitted to compromise the Company’s ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in administeringthe design and delivery of compensation programs,may result in compensation that in certain cases is not all amounts paid under all of the Company's compensation programs qualifydeductible for deductibility.federal income tax purposes.
Likewise, the impact of Section 409A of the Code is taken into account, and the Company'sCompany’s executive plans and

33


programs are in general, designed to comply with, or be exempt from, the requirements of that section so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.
Stock Ownership Guidelines for Executives

To further align the interests of executives with those of shareholders, the Committee adopted stock ownership guidelines for certain executives, including the NEOs. The guidelines are expressed as a multiple of base salary, as set forth below:
President and CEOMr. Wathen 5x
CFO; General CounselMessrs. Zeffiro and Sherbin 3x
Other executives, as determined by the Committee (including the President - Packaging SystemsMessrs. Benson, Zalupski and Vice President - Finance)Brooks 2x
As executives have five years to meet theseof December 31, 2014, all of the NEOs were in compliance with the stock ownership guidelines from the time of adoption by the Committee, the Committee will not evaluate compliance until 2014.then applicable to them. New executives designated as participants will have five years from the time they are named to a qualifying position to meet the ownership guidelines. Adherence to these guidelines will be evaluated each year on January 1,the last trading day of the year, using the executive'sexecutive’s base salary and the value of the executive'sexecutive’s holdings and stock price on such day. Once an executive attains the required ownership level, the executive will not be considered noncompliant solely due to subsequent stock price declines.

The following equity holdings count towards satisfaction of the guidelines:
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 moneyin-the-money stock options.
Prior to attaining sufficient shares to satisfy the guidelines, executivesan executive must retain shares having a value equal tohold at least 50% of the after-tax gain recognizedshares acquired by him or her upon the:
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.
in each case reduced first by:
any shares of Common Stock retained by the Company to satisfy any portion of tax withholding requirements attributable to such events;

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any shares of 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 respectsuch 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 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 of stock options, sale of vested restricted stock or other disposition with respect to any equity awards granted under the Company's equity incentive plans.date, as applicable.
The Committee has the discretion to consider non-compliance with the guidelines in determining whether or the extent to which future equity awards should be granted and may require all stock attained through Company grants be retained until the guidelines are satisfied.
Anti-Hedging and Short Sale/Restricted Pledging Policies
The Company’s anti-hedging policy prohibits our directors, and 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. The policy also prohibits our directors and executives from engaging in short sales related to the Common Stock. Under the policy, directors and executives may pledge shares of Common Stock on a limited basis, provided that, among other things, (a) any pledge is approved in advance by our Chief Executive Officer and General Counsel (or by the Nomination and Governance Committee in the case of a pledge by our Chief Executive Officer or General Counsel), (b) any pledged shares will cease to be counted as owned for purposes of our stock ownership guidelines and (c) the sum of (i) the aggregate number of shares of Common Stock pledged by all directors and executives at the time of the requested pledge and (ii) the number of shares requested to be pledged is equal to or less than two times the average daily trading volume in our Common Stock for the preceding 30-day period.
Recoupment Policy
In 2009, the Committee implemented a recoupment (or clawback) policy subjecting incentive compensation and grants under the Company's equity plansEquity Plans to executive officers and business unit presidents to potential recoupment. The Board has the authority to trigger recoupment in the event of a material financial restatement or manipulation of a financial measure on which compensation is based where the employee'semployee’s intentional misconduct contributed to the restatement or manipulation and, but for such misconduct, a lesser amount of compensation would have been paid. The Committee will reevaluate and, if necessary, revise the Company'sCompany’s recoupment policy to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act once the rules implementing the recoupment requirements have been finalized by the SEC.
Employment Arrangements
The terms of Mr. Wathen's employment with the Company are contained in a letter agreement dated January 12, 2009, a copy of which the Company timely filed with the SEC on a Current Report on Form 8-K. In addition to providing for base salary and bonus compensation as discussed elsewhere in this CD&A, the letter agreement provided for the grant to Mr. Wathen of 200,000 stock options upon his initial date of employment with pro-rata annual vesting over three years, consideration for an additional equity grant in 2009, and a one-time bonus of $100,000 to be used by Mr. Wathen for the purchase on the open market, on an after tax basis, of Company common stock (which bonus was paid after Mr. Wathen confirmed his purchase of an additional $100,000 of Company stock during the first available open trading window).

34


The letter agreement also provides for restricted stock unit grants in 25,000 tranches to Mr. Wathen if the Company's closing stock price exceeds specific thresholds of $5, $10, $15, $20 and $25 for any successive 75 day trading period within the first 36 months of Mr. Wathen's employment.
All units earned under this program vest in increments of one-third annually over the three year period following each grant and require that he be employed by the Company on each respective vesting date. As discussed in the Grants of Plan-Based Awards, Mr. Wathen received 75,000 restricted stock unit grants prior to the expiration of this program on January 12, 2012.






COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors of TriMas Corporation has reviewed and discussed with management this Compensation Discussion and Analysis. Based on this review and discussion, it has recommended to the Board of Directors that this Compensation Discussion and Analysis be included in the 20122015 Proxy Statement and in the Annual Report on Form 10-K of TriMas Corporation filed for the fiscal year ended December 31, 2011.2014.

The undersigned members of the Compensation Committee have submitted this report to the Board of Directors.

The Compensation Committee of the Board of Directors
Eugene A. Miller, ChairmanChair
Marshall A. Cohen
Richard M. Gabrys
Marshall A. CohenNancy S. Gougarty
Nick L. Stanage
Daniel P. Tredwell
Samuel Valenti III



3543


2014 Summary Compensation Table
The following table summarizes the total compensation paid to or earned by the NEOs in 2011, 20102014, 2013 and 2009.
2012.
Name and Principal Position Year 
Salary
($)(1)
 
Stock Awards
($)(2)(3)(4)
 
Option Awards
($)(5)
 
Non-Equity Incentive Plan Compensation ($)(6)(7)(8)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(9)
 
All Other Compensation ($) (10)
 Total
($)
David M. Wathen, President 2011 695,900
 1,353,500
 —
 1,166,200
 —
 134,000
 3,349,600
  (principal executive officer) 2010 683,400
 886,400
 —
 1,443,800
 —
 130,400
 3,144,000

 2009 656,830
 138,400
 106,500
 775,000
 —
 110,400
 1,787,130
                 
A. Mark Zeffiro 2011 405,000
 491,700
 —
 441,000
 —
 92,200
 1,429,900
  Chief Financial Officer 2010 380,000
 319,100
 —
 526,000
 —
 87,700
 1,312,800
  (principal financial officer) 2009 373,800
 31,000
 35,800
 252,000
 —
 79,000
 771,600
                 
Lynn A. Brooks, President, 2011 436,500
 43,100
 —
 172,200
 31,500
 119,900
 803,200
  Packaging Systems 2010 424,800
 98,600
 —
 394,200
 33,900
 118,900
 1,070,400
  2009 400,800
 56,400
 28,800
 420,300
 14,800
 150,900
 1,072,000
                 
Joshua A. Sherbin 2011 375,600
 282,800
 —
 282,700
 —
 90,900
 1,032,000
  Vice President, 2010 360,000
 227,800
 —
 310,800
 —
 89,800
 988,400
  General Counsel 2009 363,500
 21,500
 34,800
 175,000
 —
 94,100
 688,900
                 
Robert J. Zalupski
2011
269,200

177,800

—

202,800

—

83,800

733,600
 Vice President Finance, Corporate















 Development and Treasurer















Name and Principal Position Year Salary
($)		 
Bonus
($)(1)
 
Stock Awards
($)(2)(3)
 
Non-Equity Incentive Plan Compensation ($)(4)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(5)
 
All Other Compensation ($)(6)
 Total
($)
David M. Wathen, CEO 2014 731,900
 —
 2,543,500
 518,700
 —
 163,600
 3,957,700
  (principal executive officer) 2013 710,500
 165,000
 2,227,600
 546,400
 —
 151,900
 3,801,400
  2012 700,000
 —
 2,710,800
 567,400
 —
 113,600
 4,091,800
                 
A. Mark Zeffiro, former CFO and 2014 467,700
 —
 885,900
 221,000
 —
 107,100
 1,681,700
  Group President, Cequent 2013 445,600
 70,000
 864,400
 232,700
 —
 105,900
 1,718,600
  (former principal financial officer) 2012 420,400
 —
 1,111,400
 232,500
 —
 86,000
 1,850,300
                 
Joshua A. Sherbin 2014 396,400
 —
 557,900
 149,200
 —
 97,600
 1,201,100
  General Counsel 2013 392,500
 45,000
 530,300
 158,600
 —
 93,400
 1,219,800
  2012 386,800
 —
 839,400
 141,300
 —
 91,900
 1,459,400
                 
Thomas M. Benson, President, 2014 340,900
 150,000
 304,600
 41,500
 —
 46,100
 883,100
  Cequent Performance Products 2013 330,900
 —
 307,700
 223,500
 —
 45,800
 907,900
  2012 321,400
 —
 347,300
 226,400
 —
 45,600
 940,700
                 
Robert J. Zalupski, CFO 2014 294,400
 —
 202,400
 92,700
 —
 85,800
 675,300
                 
                 
Lynn A. Brooks, former President, (7) 2014 454,800
 —
 316,400
 328,700
 57,500
 160,800
 1,318,200
  Packaging Systems 2013 454,800
 —
 410,900
 378,000
 (12,900) 178,700
 1,409,500
  2012 448,800
 —
 456,400
 322,500
 28,100
 121,500
 1,377,300


(1) 
During 2011 and 2010, there were 26 bi-weekly2012, the Company agreed to pay periods forMr. Benson a retention bonus in the amount of $150,000 if he continued to be employed by the Company employeeson January 31, 2014. Such amount was paid on a bi-weekly basis, including the NEOs. There were 27 bi-weekly pay periods for such employees in 2009.to Mr. Benson during 2014.

(2) 
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 andthat are calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” The award earned reflectsThis column includes compensation for performance stock units based on the grantstargeted attainment levels, which represents the probable outcome of restricted stock awards or units, as approved by the Compensation Committee,performance condition on December 4, 2009, February 26, 2010, March 24, 2010, October 21, 2010, January 21, 2011, February 24, 2011 and March 1, 2011. The award does not include performance units not earned. For 2010 and 2011,the date of grant. Included in this amount also includesis the full value of the 20% of ICP2014 STI amounts earned and required to be paid in restricted stock units, with the number of shares determined based on the Company'sCompany’s closing stock price as of March 1 of the following year. See the “Grants of Plan-Based Awards” table.February 27, 2015.
(3) 
In connection with his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earnOn March 5, 2014, each NEO received time-based 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 wouldawards which vest ratably over a three year period fromperiod. 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 average return on invested capital generated over the dateperformance period. Maximum fair values for each of the grant.performance-based awards were $2,866,400 for Mr. Wathen, earned 50,000 restricted stock units during 2010, 25,000 on each of March 24, 2010$986,400 for Mr. Zeffiro, $618,300 for Mr. Sherbin, $349,400 for Mr. Benson, $212,800 for Mr. Zalupski and October 21, 2010, respectively, as the Company's closing stock price met the requirements$375,800 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 expirationBrooks. Attainment of the program, Mr. Wathenperformance-based awards can vary from zero percent if the lowest milestone is not eligibleattained to earn any additional units under this program.a maximum of 237.5% of target award.
(4) 
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 Company's 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.
(5)
All awards in this column relate to stock options granted under the 2002 Long Term Equity Incentive Plan and the 2006 Long Term Equity Incentive Plan. This amount represents the full grant date fair value as calculated in accordance with ASC Topic 718, “Stock Compensation.”
(6)
ICPSTI payments are made in the year subsequent to which they were earned. Amounts earned under the 2011 ICP2014 STI were approved by the Compensation Committee on February 16, 2012. For 2011 and 2010, amount includes the cash-paid portion24, 2015. Amount consists of the award. For 2009, amount includes both the cash-paid portion of the award andpaid in cash. For additional information about STI awards, please refer to the amount the NEO elected to receive“Grants of Plan-Based Awards in restricted stock.2014” table.
(7)
For Mr. Wathen, includes a one-time cash bonus of $100,000 in 2009 pursuant to his offer letter on January 12, 2009, which was to be used for the purchase on the open market, on an after-tax basis, of Company common stock. For Mr. Zeffiro, includes a one-time cash bonus of $100,000 in 2008 upon employment with the Company.
(8)
For Messrs. Wathen and Zeffiro, 2010 includes a special one-time cash award of $150,000 and $50,000, respectively, granted by the Compensation 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 Company common stock.
(9)(5) 
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.
(10)(6) 
In 2014, includes perquisite allowance, Company contributions to retirement and 401(k) plans, personal use of corporate aircraft and value conveyed for Company awards. Specifically, in 2014, Messrs. Wathen, Zeffiro, Sherbin, Zalupski and Brooks, each received a perquisite allowance of $55,000, and Mr. Benson received a perquisite allowance of $25,000. Company contributions during 2014 into the retirement and 401(k) plans were $82,100 for Mr. Wathen, $43,000 for Mr. Zeffiro, $39,400 for Mr. Sherbin, $21,100 for Mr. Benson, $30,800 for Mr. Zalupski and $67,200 for Mr. Brooks. See “Compensation Components-Benefit and Retirement Programs.” In addition, under certain circumstances, NEOs may utilize our corporate owned or leased aircraft for personal use (including spousal use). In those instances, the following table for information regarding eachvalue of the NEO'sbenefit is based on the aggregate incremental cost to the Company. Incremental cost is estimated based on the variable costs to the Company, including fuel costs, mileage, certain maintenance, on-board catering, landing/ramp fees and certain other compensation detail.miscellaneous costs. Fixed costs that do not change based on usage, such as pilot salaries and depreciation of aircraft, are excluded. For income tax purposes, the amounts included in NEO income are calculated based on the standard industry fare level valuation method. No tax gross-ups are provided for this imputed income. Mr. Wathen and Mr. Brooks incurred approximately $26,500 and $38,600, respectively, of personal use of Company aircraft during 2014. Where such use includes the NEO’s spouse accompanying him, the Company has determined that there was no incremental cost for the spouse’s presence on such flights.

 Following is further detail on the NEOs' other compensation:

36


Name Year 
Perquisite Allowance
($)
 
Auto
Allowance
($)
 
Club
Membership
($)
 
Life and
Disability
Insurance
Premiums
($)
 
Tax
Reimbursements
($)
 
Relocation
Benefit
($)(1)
 
Company
Contributions
in Retirement
and 401(k) Plans
($)(2)
 
Total
($)
David M. Wathen 2011 55,000
 —
 —
 —
 —
 —
 79,000
 134,000
  2010 55,000
 —
 —
 —
 —
 —
 75,400
 130,400
  2009 —
 —
 —
 24,500
 27,600
 15,800
 42,500
 110,400
                   
A. Mark Zeffiro 2011 55,000
 —
 —
 —
 —
 —
 37,200
 92,200
  2010 55,000
 —
 —
 —
 —
 —
 32,700
 87,700
  2009 —
 15,000
 8,300
 8,000
 22,300
 —
 25,400
 79,000
                   
Lynn A. Brooks 2011 55,000
 —
 —
 —
 —
 —
 64,900
 119,900
  2010 55,000
 —
 —
 —
 —
 —
 63,900
 118,900
  2009 —
 16,900
 —
 36,000
 37,600
 —
 60,400
 150,900
                   
Joshua A. Sherbin 2011 55,000
 —
 —
 —
 —
 —
 35,900
 90,900
  2010 55,000
 —
 —
 —
 —
 —
 34,800
 89,800
  2009 —
 15,000
 11,900
 8,500
 25,100
 —
 33,600
 94,100
                   
Robert J. Zalupski
2011
55,000

—

—

—

—

—

28,800

83,800


(1)(7) 
In connectionMr. Brooks resigned his position of President - Packaging Systems effective August 15, 2014, agreeing to remain with Mr. Wathen joining the Company in 2009,an advisory role to provide for the orderly transition of his duties and responsibilities required the cancellationto his successor. As part of non-refundable personal travel for whichhis agreement to remain with the Company reimbursed him.

(2)
For Mr. Wathen, amounts comprised of $61,800 in 2011, $58,400 in 2010 and $39,400 in 2009 under the TriMas Executive Retirement Program and $17,200 in 2011, $17,000 in 2010 and $3,100 in 2009 under the TriMas Corporation Salaried Retirement Program; for Mr. Zeffiro, $21,300 in 2011, $19,300 in 2010 and $14,400 in 2009 under the TriMas Executive Retirement Program and $15,900 in 2011, $13,400 in 2010 and $10,400 in 2009 under the TriMas Corporation Salaried Retirement Program; forover a transition period, it was determined that Mr. Brooks amounts comprised of $39,200would receive his 2014 STI award all in 2011, $38,100 in 2010cash and $35,000 in 2009 and $32,100 in 2008 under the TriMas Executive Retirement Program and $25,700 in 2011, $25,800 in 2010 and $25,400 in 2009 under the TriMas Corporation Salaried Retirement Program; for Mr. Sherbin, amounts comprised of $20,000 in 2011, $19,000 in 2010 and $18,200 in 2009 under the TriMas Executive Retirement Program and $15,900 in 2011, $15,800 in 2010 and $15,400 in 2009 under the TriMas Corporation Salaried Retirement Program; and for Mr. Zalupski, amounts comprised of $11,400 in 2011 under the TriMas Executive Retirement Program and $17,400 in 2011 under the TriMas Corporation Salaried Retirement Program. See “-Compensation Components-Benefit and Retirement Programs.”not be required to defer 20% into restricted stock units.


3744


Grants of Plan-Based Awards in 20112014
The following table provides information about the awards granted to the NEOs in 2011.2014.
    
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
 
All Other
Stock Awards:
Number of
Shares of
Stock or
Units (#)
   
Grant Date
Fair Value
of Stock
and Unit
Awards
($)
  
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 Option
Awards
($)
NameGrant Type Grant Date 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Closing Price on Grant Date
($/share)
 Grant TypeGrant Date 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
($/#)
 
Target
($/#)
 
Maximum
($/#)
 
Closing Price on Grant Date
($/share)
 
David M. Wathen
ICP (1)



118,200

788,000

1,694,200









STI/Cash(1)
 77,500
 668,500
 1,470,700
 —
 —
 —
 —
 —
 —

Restricted Stock Unit (2)

1/21/2011









25,000

19.22

480,500
STI/RSU(2)
 —
 —
 —
 $15,500
 $167,100
 $294,100
 —
 —
 167,100

Restricted Stock Unit (3)

2/24/2011









21,000

21.17

444,600
Restricted Stock(3)
3/5/2014 —
 —
 —
 —
 —
 —
 35,760
 33.75
 1,206,900

Restricted Stock Unit (3)

2/24/2011









10,500

21.17

167,200
Performance Stock Unit(4)
3/5/2014 —
 —
 —
 2,682
 35,760
 84,930
 —
 33.75
 1,206,900

Restricted Stock Unit (3)

2/24/2011









10,500

21.17

151,000
                  

Restricted Stock (4)

3/1/2011









16,287

19.86

323,500

 


















A. Mark Zeffiro
ICP (1)


44,700

298,000

640,700









STI/Cash(1)
 33,000
 284,800
 626,600
 —
 —
 —
 —
 —
 —

Restricted Stock Unit (3)

2/24/2011









10,500

21.17

222,300
STI/RSU(2)
 —
 —
 —
 $6,600
 $71,200
 $125,300
 —
 —
 71,200

Restricted Stock Unit (3)

2/24/2011









5,250

21.17

83,600
Restricted Stock(3)
3/5/2014 —
 —
 —
 —
 —
 —
 12,306
 33.75
 415,300

Restricted Stock Unit (3)

2/24/2011









5,250

21.17

75,500
Performance Stock Unit(4)
3/5/2014 —
 —
 —
 923
 12,306
 29,227
 —
 33.75
 415,300

Restricted Stock (4)

3/1/2011









5,993

19.86

119,000
                  
            
Lynn A. Brooks
ICP (1)
 34,400
 287,000
 574,000
      
Joshua A. Sherbin
STI/Cash(1)
 22,300
 192,200
 422,800
 —
 —
 —
 —
 —
 —
Restricted Stock (4)
 3/1/2011       4,963
 19.86
 98,600
STI/RSU(2)
 —
 —
 —
 $4,500
 $48,100
 $84,600
 —
 —
 48,100
            
Restricted Stock(3)
3/5/2014 —
 —
 —
 —
 —
 —
 7,713
 33.75
 260,300
Joshua A. Sherbin
ICP (1)
 28,650
 191,000
 410,650
      
Restricted Stock Unit (3)
 2/24/2011       5,840
 21.17
 123,600
Performance Stock Unit(4)
3/5/2014 —
 —
 —
 579
 7,713
 18,319
 —
 33.75
 260,300
                  
Thomas M. Benson
STI/Cash(1)
 6,900
 138,400
 276,800
 —
 —
 —
 —
 —
 —
Restricted Stock Unit (3)
 2/24/2011       2,920
 21.17
 46,500
STI/RSU(2)
 —
 —
 —
 $1,400
 $34,600
 $55,400
 —
 —
 34,600
Restricted Stock Unit (3)
 2/24/2011       2,920
 21.17
 42,000
Restricted Stock(3)
3/5/2014 —
 —
 —
 —
 —
 —
 4,359
 33.75
 147,100
Restricted Stock (4)
 3/1/2011       3,913
 19.86
 77,700
Performance Stock Unit(4)
3/5/2014 —
 —
 —
 327
 4,359
 10,353
 —
 33.75
 147,100
                              
Robert J. Zalupski
ICP (1)
 20,550
 137,000
 294,550
      
STI/Cash(1)
 13,900
 119,500
 262,900
 —
 —
 —
 —
 —
 —
Restricted Stock Unit (3)
 2/24/2011       3,500
 21.17
 74,100
STI/RSU(2)
 —
 —
 —
 $2,800
 $29,900
 $52,600
 —
 —
 29,900
Restricted Stock Unit (3)
 2/24/2011       1,750
 21.17
 27,900
Restricted Stock(3)
3/5/2014 —
 —
 —
 —
 —
 —
 2,655
 33.75
 89,600
Restricted Stock Unit (3)
 2/24/2011       1,750
 21.17
 25,200
Performance Stock Unit(4)
3/5/2014 —
 —
 —
 200
 2,655
 6,306
 —
 33.75
 89,600
Restricted Stock (4)
 3/1/2011       2,813
 19.86
 55,900
                  
Lynn A. Brooks
STI/Cash(1)
 11,800
 236,200
 472,400
 —
 —
 —
 —
 —
 —
STI/RSU(2)
 —
 —
 —
 $2,400
 $59,100
 $94,500
 —
 —
 59,100
Restricted Stock(3)
3/5/2014 —
 —
 —
 —
 —
 —
 4,688
 33.75
 158,200
Performance Stock Unit(4)
3/5/2014 —
 —
 —
 352
 4,688
 11,134
 —
 33.75
 158,200


(1) 
The amounts above in the Estimated Future Payouts underUnder Non-Equity Incentive Plan Awards column are based on awards pursuant to the ICPSTI for each NEO as of December 31, 2010. Whilewith respect to 2014. Because each NEO is required to receive 20% of theirhis award in restricted stock units, which vests on the first anniversary of the payment of the cash portion, the above figures include 100%only 80% of the threshold, target and maximum awards pursuant to the plan.STI. Upon approval of the total ICPSTI award by the Compensation Committee, 80% of the award value would be paid in cash while 20% would be awarded in restricted stock units based on the Company'sCompany’s then current stock price. The threshold payout is based on the smallest percentage payout of the smallest metric in the NEO'sNEO’s composite target bonusincentive 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. The actual cash payout for 2014 for the cash portion of the NEOs’ STI awards are disclosed in the 2014 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

(2) 
In connectionThe amounts above in the Estimated Future Payouts Under Equity Incentive Plan Awards column are based on awards pursuant to the STI for each NEO with respect to 2014. Because each NEO is required to receive 20% of his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earnaward in restricted stock units, inwhich vests on the event thatfirst anniversary of the Company's closing stock price for any successive 75 trading day period within 36 monthspayment of his start date, exceeds five thresholds: $5.00; $10.00; $15.00; $20.00;the cash portion, the above figures include only 20% of the threshold, target and $25.00. For each threshold met, Mr. Wathenmaximum awards pursuant to the STI. Upon approval of the total STI award by the Committee, 20% of the award value would earn 25,000be awarded in restricted stock units up to a maximum of 125,000 should all five thresholds be met withinbased on the 36 month period. If earned,Company’s then current stock price. The threshold payout is based on the restricted stock units would vest annually on a ratable basis over a three year period from the datesmallest percentage payout of the grant. Mr. Wathen earned 50,000 restricted stock units during 2010, 25,000smallest 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 equal to maximum attainment for each metric. The grant date fair value, determined in accordance with FASB ASC Topic 718, based on each of March 24, 2010 and October 21, 2010, respectively, as the Company's closing stock price met the requirementsprobable outcome for the $5.00 and $10.00 thresholds as of those dates. Due to the expirationequity portion of the program, Mr. Wathen is not eligible to earn any additional unitsNEOs’ STI awards are disclosed in the 2014 Summary Compensation Table under this program.the Stock Awards column.
(3) 
On February 24, 2011, Messrs. Wathen, Zeffiro, Sherbin and Zalupski were granted three types ofMarch 5, 2014, each NEO received time-based restricted stock unitsawards under the Company's 2006 Long Term Equity2011 Omnibus Incentive Plan: one based onCompensation Plan which vest ratably over 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.year period.
(4) 
On March 5, 2014, each NEO received performance-based awards under the 2011 Omnibus Incentive Compensation Plan which cliff-vest after three years and are subject to a targeted earnings per share growth rate (75% of value) and return on invested capital (25% of value) over the performance period. Attainment of these awards can vary from 7.5% if the lowest milestone is attained to a maximum of 237.5% of the target award.
For a detailed description of the programs underlying the awards detailed in the Grants of Plan-Based Awards in 2014 table, please refer to the “Compensation Components” section of the CD&A.

45


Outstanding Equity Awards at Fiscal Year End for 2014
The following table summarizes the outstanding equity awards to the NEOs as of December 31, 2014:
    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)
 
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
 1/13/2019
 —
 —
 —
 —
  2/24/11 (4) —
 —
 —
 —
 5,250
 164,300
 —
 —
  2/24/11 (4) —
 —
 —
 —
 2,625
 82,100
 —
 —
  2/24/11 (4) —
 —
 —
 —
 2,625
 82,100
 —
 —
  3/1/12 (5) —
 —
 —
 —
 9,591
 300,100
 28,772
 900,300
  3/1/13 (6) —
 —
 —
 —
 24,027
 751,800
 36,040
 1,127,700
  3/1/14 (7) —
 —
 —
 —
 4,065
 127,200
 —
 —
  3/5/14 (8) —
 —
 —
 —
 35,760
 1,118,900
 35,760
 1,118,900
                   
A. Mark Zeffiro 2/24/11 (4) —
 —
 —
 —
 2,625
 82,100
 —
 —
  2/24/11 (4) —
 —
 —
 —
 1,313
 41,100
 —
 —
  2/24/11 (4) —
 —
 —
 —
 1,313
 41,100
 —
 —
  3/1/12 (5) —
 —
 —
 —
 3,933
 123,100
 11,797
 369,100
  3/1/13 (6) —
 —
 —
 —
 9,264
 289,900
 13,896
 434,800
  3/1/14 (7) —
 —
 —
 —
 1,732
 54,200
 —
 —
  3/5/14 (8) —
 —
 —
 —
 12,306
 385,100
 12,306
 385,100
                   
Joshua A. Sherbin 2/24/11 (4) —
 —
 —
 —
 1,460
 45,700
 —
 —
  2/24/11 (4) —
 —
 —
 —
 730
 22,800
 —
 —
  2/24/11 (4) —
 —
 —
 —
 730
 22,800
 —
 —
  3/1/12 (5) —
 —
 —
 —
 3,002
 93,900
 9,006
 281,800
  3/1/13 (6) —
 —
 —
 —
 5,638
 176,400
 8,456
 264,600
  3/1/14 (7) —
 —
 —
 —
 1,180
 36,900
 —
 —
  3/5/14 (8) —
 —
 —
 —
 7,713
 241,300
 7,713
 241,300
                   
Thomas M. Benson 3/9/09 9,000
 —
 1.01
 3/9/2019
 —
 —
 —
 —
  3/1/12 (5) —
 —
 —
 —
 1,086
 34,000
 3,256
 101,900
  3/1/13 (6) —
 —
 —
 —
 2,894
 90,600
 4,340
 135,800
  3/1/14 (7) —
 —
 —
 —
 1,663
 52,000
 —
 —
  3/5/14 (8) —
 —
 —
 —
 4,359
 136,400
 4,359
 136,400
                   
Robert J. Zalupski 7/1/06 32,780
 —
 23.00
 7/1/2016
 —
 —
 —
 —
  2/24/11 (4) —
 —
 —
 —
 875
 27,400
 —
 —
  2/24/11 (4) —
 —
 —
 —
 438
 13,700
 —
 —
  2/24/11 (4) —
 —
 —
 —
 438
 13,700
 —
 —
  3/1/12 (5) —
 —
 —
 —
 2,808
 87,900
 936
 29,300
  3/1/13 (6) —
 —
 —
 —
 2,999
 93,800
 2,000
 62,600
  3/1/14 (7) —
 —
 —
 —
 727
 22,700
 —
 —
  3/5/14 (8) —
 —
 —
 —
 2,655
 83,100
 2,655
 83,100
                   
Lynn A. Brooks 3/9/09 22,333
 —
 1.01
 3/9/2019
 —
 —
 —
 —
  3/1/12 (5) —
 —
 —
 —
 1,403
 43,900
 4,209
 131,700
  3/1/13 (6) —
 —
 —
 —
 3,636
 113,800
 5,454
 170,700
  3/1/14 (7) —
 —
 —
 —
 2,812
 88,000
 —
 —
  3/5/14 (8) —
 —
 —
 —
 4,688
 146,700
 4,688
 146,700

46



(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 stock unit grants awarded under the 2006 Long Term Equity Incentive Plan and the 2011 Omnibus Incentive Compensation Plan.
(3)
The market value is based on the stock price as of December 31, 2014 ($31.29) multiplied by the number of share or unit awards granted.
(4)
Awards earned during 2013, vesting 50% upon performance criteria being attained during 2013, with remaining 50% of awards vesting half on the one and two-year anniversaries of the performance criteria attainment date.
(5)
Each NEO received a restricted stock and a performance stock unit award as a part of the Company’s 2012 LTI awards. Restricted stock vests ratably over a three year period while the performance stock units cliff vest after three years and are subject to a targeted earnings per share and cumulative cash flow levels being attained.
(6)
Each NEO received a restricted stock and a performance stock unit award as a part of the Company’s 2013 LTI awards. Restricted stock vests ratably over a three year period while the performance stock units cliff vest after three years and are subject to a targeted earnings per share and cumulative cash flow levels being attained.
(7)
On March 1, 2011,2014, each NEO received a restricted stock award related to the 20% of their 2010 ICP2013 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 2010 Stock Awards column of the Summary Compensation Table, as the value was based on 2010 Company performance.

38


Outstanding Equity Awards at Fiscal Year End
        The following table summarizes the outstanding equity awards to the NEOs as of December 31, 2011:
 Option Awards Share Awards
Name
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 (#)(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
(#)(4)(5)
 
Equity
Incentive
Plan Awards:
Market Value
or Payout
of Shares,
Units
or Other
Rights
that have not
Vested
$(3)
David M. Wathen—

66,667

1.38

1/12/2019
74,621

1,339,400

92,000

1,651,400
A. Mark Zeffiro—

30,000

1.01

3/8/2019
38,843

697,200

21,000

377,000
Lynn A. Brooks193,068
 —
 20.00
 6/5/2012 4,963
 89,100
 —
 —
 24,166
 24,167
 1.01
 3/8/2019 —
 —
 —
 —
Joshua A. Sherbin44,000
 11,000
 23.00
 3/31/2015 28,553
 512,500
 11,680
 209,700
 —
 29,167
 1.01
 3/8/2019 —
 —
 —
 —
Robert J. Zalupski11,110
 —
 20.00
 6/5/2012 2,813
 50,500
 7,000
 125,700
 11,110
 —
 20.00
 1/31/2014        
 26,224
 6,556
 23.00
 6/30/2016        
 —
 10,667
 1.01
 3/8/2019        


(1)
Stock options that have been granted under the 2006 and 2002 Long Term Equity Incentive Plans vest over a period of three to seven years.

(2)
All awards in this column relate to restricted stock and performance unit grants awarded under the 2006 Long Term Equity Incentive Plan.grant.
(3)
The market value is based on the stock price as of December 31, 2011($17.95) multiplied by the number of share or unit awards.
(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 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. As of December 31, 2011, Mr. Wathen had 50,000 remaining potential unearned restricted stock unit grants associated with this program, which are included in the table herein. However, they were not earned prior to expiry of the 36 month period, which ended on January 13, 2012.
(5)(8) 
On February 24, 2011, Messrs. Wathen, Zeffiro, Sherbin and Zalupski were granted three types ofMarch 5, 2014, each NEO received a restricted stock units under the Company's 2006 Long Term Equity Incentive Plan: one based onand a $2.00 EPS target, one based onperformance stock unit award as a $30 Company stock price target and one based on a $35 Company stock price target. Each of these NEO's received 50%part 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.Company’s 2014 LTI awards. See the "Grants“Grants of Plan-Based Awards in 2011"2014” table for details on the grants, by target.including vesting terms.

Option Exercises and Stock Vested in 2014


39


Restricted Share Vesting in 2011
The following table provides information on stock options and restricted stock awards that vested in 20112014 for our NEOs.
 Option Awards Stock Awards 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
($)(2)
 Number of Shares Acquired on Exercise
(#)		 
Value Realized
on Exercise
($)(1)
 Number of Shares Acquired on Vesting
(#)		 
Value Realized
on Vesting
($)(2)
David M. Wathen 133,333 2,608,100 43,286 802,600 —
 —
 69,353
 2,359,200
A. Mark Zeffiro 60,000 1,163,300 9,960 191,000 —
 —
 25,667
 854,600
Joshua A. Sherbin —
 —
 17,481
 583,000
Thomas M. Benson 3,500
 110,000
 7,201
 242,000
Robert J. Zalupski —
 —
 6,902
 229,300
Lynn A. Brooks 24,167 472,800 12,674 240,700 —
 —
 9,515
 319,800
Joshua A. Sherbin 58,333 1,172,600 5,807 112,500
Robert J. Zalupski 10,667 214,800 5,807 112,500


(1) 
Calculated by multiplying the number of shares acquired times the difference between the exercise price and the market price of TriMas Common Stock at the time of exercise.
(2) 
Calculated by multiplying the number of shares acquired times the closing price of TriMas' 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).

Pension Benefits for 2014
Retirement Benefits

The following table summarizes the Company'sactuarial present values for the participating NEOs under the Company’s Benefit Restoration Plan actuarial present value for the participating NEO in 2011.

2014.
Name Plan Name 
Number of Years of
Credited
Service
 
Present Value of
Accumulated
Benefit(1)
 Plan Name Number of Years of
Credited
Service		 
Present Value of
Accumulated
Benefit ($)(1)
David M. Wathen N/A —
 —
A. Mark Zeffiro N/A —
 —
Joshua A. Sherbin N/A —
 —
Thomas M. Benson N/A —
 —
Robert J. Zalupski N/A —
 —
Lynn A. Brooks TriMas Benefit Restoration Plan 32 $215,300 TriMas Benefit Restoration Plan 35
 288,100


(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.

47



2014 Non-Qualified Deferred Compensation Table
Executive Retirement Program
The following table summarizes the activity in the nonqualified retirement plans for the Company's NEOs in 2011:2014:

40


Name Year 
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
($)
 
Executive Contributions in Last Fiscal Year ($)(1)
 
Registrant
Contributions in
Last Fiscal Year
($)(2)
 
Aggregate
Earnings in Last
Fiscal Year
($)(3)
 Aggregate Withdrawals/ Distributions ($) 
Aggregate Balance at Last Fiscal Year-End ($)(4)
David M. Wathen 2011 —
 61,800
 (1,200) —
 148,900
 —
 64,500
 17,100
 —
 381,100
 2010 —
 49,800
 7,500
 —
 88,300
 2009 —
 28,500
 2,500
 —
 31,000
          
A. Mark Zeffiro 2011 —
 21,300
 (2,100) —
 63,200
 —
 26,700
 8,500
 —
 165,700
 2010 —
 15,600
 5,100
 —
 44,000
 2009 —
 14,400
 4,300
 —
 23,300
          
Joshua A. Sherbin —
 21,800
 13,900
 —
 255,100
Thomas M. Benson —
 3,400
 2,500
 —
 27,500
Robert J. Zalupski —
 13,100
 15,100
 —
 183,400
Lynn A. Brooks 2011 41,900
 39,200
 (3,900) —
 379,500
 143,800
 40,900
 23,000
 —
 1,033,300
 2010 —
 36,500
 35,000
 —
 302,300
 2009 —
 33,000
 47,500
 —
 230,800
          
Joshua A. Sherbin 2011 —
 20,000
 (6,800) —
 115,600
 2010 —
 18,600
 15,200
 —
 102,400
 2009 —
 18,200
 17,000
 —
 68,600
          
Robert J. Zalupski 2011 —
 11,400
 200
 —
 85,000


(1) 
This contribution is included in the “Salary” column in the 2014 Summary Compensation Table.
(2)
Represents the Company'sCompany’s contributions to the TriMas Executive Retirement Program. These contributions are included in the column titled “All Other Compensation” in the summary executive compensation table and under “Company Contributions in Retirement and 401K Plans” in the supplemental table.2014 Summary Compensation Table.

(2)(3) 
In addition to earnings on the TriMas Executive Retirement Program, the amount for Mr. Brooks includes earnings attributable to his participationNone of these amounts are reported 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.2014 Summary Compensation Table.
Contributions to the Executive Retirement Program are invested in accordance with each NEO'sNEO’s directive based on the investment options in the Company'sCompany’s retirement program. Investment directives can be amended by the participant at any time.

Post-Employment Compensation
The Company maintains an Executive Severance/Change of Controlthe revised Severance Policy, orapproved by the Policy.Committee in August 2013. The Severance Policy applies to certain of the Company's executives. The Policy states that each executive shall devote hisCompany’s executives identified by the Committee, including the NEOs. Each participant is designated by the Compensation Committee as either a Tier I, Tier II, or her full business time to the performance of his or her duties and responsibilitiesTier III participant upon becoming eligible for the Company.Severance Policy. The Severance Policy requiresprovides that the Company towill make severance payments to an executive if his or her employment is terminated under certain circumstances. The Severance Policy includes an excise tax “cap” provision, which reduces the total amount of payments due under the Severance Policy so as to avoid the imposition of excise taxes and the resulting loss of tax deductions to the Company under Section 280G of the Internal Revenue Code.
If the Company terminates the employment of the President and Chief Executive OfficerMr. Wathen (Tier I participant) for any reason other than for cause, disability, or death (cause and disability as defined in the Severance Policy), or if the President and Chief Executive Officerhe terminates his or her employment for good reason (as defined in the Severance Policy), the Company will provide the President and Chief Executive Officerhim with two years'years’ annual base salary, ICP bonusSTI payments equal to one year's bonustwo year’s payout at his or her target bonus level in effect on the date of termination (paid(generally paid in equal installments over two years), accrued but unpaid base salary and unused vacation, any ICP bonusSTI payment that has been declared for the President and Chief Executive Officerhim but not paid, his or her pro-rated ICP bonusSTI for the year of termination through the date of termination based on his or her target bonus level and actual full-year performance, immediate vesting upon the termination date of anycertain time-based vesting equity awards under the 2002 Long Termand 2006 Long-Term Equity PlanPlans and a pro rata portion of time-based vesting equity awards granted on or after March 2, 2013 (and certain performance equity awards based on actual performance) under all subsequentequity plans through the termination date, executive level outplacement services for up to 12 months, and continued medical benefits for up to 24 months following the termination date. The President and Chief Executive Officer'sMr. Wathen’s termination based compensation is higher than that of other executive officers in the interest of keeping with the Company policy of compensating executive officers at levels that correspond with their levels of responsibility.
If the Company terminates the employment of any other covered executiveparticipating NEO (excluding the President and Chief Executive Officer)Mr. Wathen) for any reason other than cause, disability, or death, or if the executive terminates his or her employment for good reason, the Company will provide the executive with one year'syear’s annual base salary, ICP bonusSTI payments equal to one year's bonusyear’s payout at his or her target bonus level in effect on the date of termination (paid(generally paid in equal installments over one year), any ICP bonusSTI payment that has been declared for the executive but not paid, his or her pro-rated ICP bonusSTI for the year of

41


termination through the date of termination based on his or her target bonus level and actual full-year performance, immediate vesting upon the termination date of anycertain time-based vesting equity awards under the 2002 Long Termand 2006 Long-Term Equity PlanPlans and a pro rata portion of time-based vesting equity awards granted on or after March 2, 2013 (and certain performance equity awards based on actual performance) under all subsequentequity plans through the termination date, executive level outplacement services for up to 12 months, and continued medical benefits for up to 12 months following the termination date.

48


In the case of any covered executive'sparticipating executive’s voluntary termination or termination for cause, the Company pays the executive the accrued base salary through termination plus earned, but unused vacation compensation.compensation (and, in the case of voluntary termination, any STI payment that has been declared for the executive but not paid). All other benefits cease as of the termination date. If an executive'sexecutive’s employment is terminated due to death, the Company pays the accrued but unpaid base salary as of the date of death, accrued but unpaid ICPSTI compensation and fully vests all of the executive'sexecutive’s outstanding equity awards.awards including performance-based equity awards at the target performance threshold. Other than continued participation in the Company'sCompany’s medical benefit plan for the executive'sexecutive’s dependents for up to 36 months, all other benefits cease as of the date of the executive'sexecutive’s death. If an executive is terminated due to becoming disabled, the Company pays the executive earned but unpaid base salary and ICPSTI payments and fully vests all of the executive'sexecutive’s outstanding time-based equity awards.awards and performance-based equity awards at the end of the performance period based on actual performance. All other benefits cease as of the date of such termination in accordance with the terms of such benefit plans.
In the case of a qualifying termination of any covered executive's (including the President and Chief Executive Officer)Tier I or grandfathered Tier II participating executive’s employment within threetwo years of a change of control,change-of-control (as defined below), then, in place of any other severance payment,payments or benefits, the Company will provide the executive with a payment equal to 36 months of his or her base salary rate in effect at the date of termination, an ICP bonusSTI payment equal to three years' bonusyears’ payout at his or her target bonus level in effect at the date of termination, any ICP bonusSTI payment that has been declared for the executive but not paid, his or her pro-rated ICP bonusSTI payout for the year of termination through the date of termination based on his or her target bonus level and actual full-year performance, immediate vesting upon the termination date of all unvested and outstanding time-based vesting equity awards, immediate vesting upon the termination date of all unvested and outstanding performance-based equity awards based on target performance, executive level outplacement services for up to 12 months, and continued medical benefits for up to 36 months following the termination date provided that the timing of the foregoing payments will be made in compliance with Code Section 409A.
In the case of a qualifying termination of any Tier III participating executive’s employment within two years of a change-of-control (as defined below), then, in place of any other severance payments or benefits, the Company will provide the executive with a payment equal to 12 months of his or her base salary rate in effect at the date of termination, an STI payment equal to one years’ payout at his or her target level in effect at the date of termination, any STI payment that has been declared for the executive but not paid, his or her pro-rated STI payout for the year of termination through the date of termination based on his or her target level and actual full-year performance, immediate vesting upon the termination date of all unvested and outstanding time-based vesting equity awards, immediate vesting upon the termination date of all unvested and outstanding performance-based equity awards based on target performance, executive level outplacement services for up to 12 months, and continued medical benefits for up to 12 months following the termination date provided that the timing of the foregoing payments will be made in compliance with Code Section 409A.
For purposes of the policy, “ChangeSeverance Policy, “Change-of-Control” shall be deemed to have occurred upon the first of Control”the following events to occur:
(i) any Person is definedor becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (a) of paragraph (iii) below;
(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Company’s Board: individuals who, on the date hereof, constitute the Company’s Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Company’s Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent Board”); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as follows:
(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 voting 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.
Change of Controleither an actual or threatened election contest (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;
(iii) there is definedconsummated a merger, consolidation, wind-up, reorganization or restructuring of the Company with or into any other entity, or a similar event or series of such events, other than (a) any such event or series of events which results in a manner consistent(1) the voting securities of the Company outstanding immediately prior to such event or series of events continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the definitionownership of any trustee or other fiduciary holding securities under an employee benefit plan of the

49


Company or any subsidiary of the Company, at least 51% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (2) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (b) any such event or series of events effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the indenture governingsecurities Beneficially Owned by such Person any securities acquired directly from the Company's 93/4% senior subordinated notes due 2017, filedCompany or its Affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities; or
(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Company’s shareholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (a) at least 51% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (b) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto.
Notwithstanding the foregoing, (a) a “Change-of-Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an exhibitentity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and (b) if required to avoid accelerated taxation and/or tax penalties under Section 409A of the Report on Form 8-K filed withCode, a “Change-of-Control” shall be deemed to have occurred only if the SEC on January 15, 2010.transaction or event qualifies as a Section 409A Change-of-Control.

In addition, the Executive Severance/Change of ControlSeverance Policy states that in return for these benefits, each executive covered under the Severance Policy must refrain from competing against the Company for a period following termination that corresponds to the duration of any severance payments the executive would be entitled to receive or 24 months if no severance payments are payable.
This employment policyThe Severance Policy may be modified by the Compensation Committee at any time, provided that the prior written consent of the executive is required if the modification adversely impacts the executive. Further, the Compensation Committee may amend or terminate the Severance Policy at any time upon 12 months'months’ written notice to any adversely affected executive.


4250



Potential Payments Upon Termination or Change in ControlChange-of-Control as of December 31, 20112014
The following table below estimates the potential executive benefits and payments due to the President and Chief Executive OfficerMr. Wathen and other NEOs upon certain terminations of employment or a Change in Control,Change-of-Control, assuming such events occur on December 31, 2011.2014. 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.
  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)
 3,156,600
 —
 4,734,900
 835,600
 835,600
Value of restricted stock (2)
 3,208,900
 —
 5,773,500
 5,773,500
 5,773,500
Value of stock options (3)
 —
 —
 —
 —
 —
Outplacement services 50,000
 —
 50,000
 —
 —
Medical benefits 33,400
 —
 50,000
 50,000
 —
Total 6,448,900
 —
 10,608,400
 6,659,100
 6,609,100
           
A. Mark Zeffiro          
Cash payments (1)
 830,600
 —
 2,491,800
 356,000
 356,000
Value of restricted stock (2)
 1,281,600
 —
 2,205,500
 2,205,500
 2,205,500
Value of stock options (3)
 —
 —
 —
 —
 —
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 2,158,900
 —
 4,777,300
 2,611,500
 2,561,500
           
Joshua A. Sherbin          
Cash payments (1)
 640,700
 —
 1,922,100
 240,300
 240,300
Value of restricted stock (2)
 851,500
 —
 1,427,700
 1,427,700
 1,427,700
Value of stock options (3)
 —
 —
 —
 —
 —
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 1,538,900
 —
 3,429,800
 1,718,000
 1,668,000
           
Thomas M. Benson          
Cash payments (1)
 518,900
 —
 518,900
 173,000
 173,000
Value of restricted stock (2)
 370,100
 —
 687,000
 687,000
 687,000
Value of stock options (3)
 —
 —
 —
 —
 —
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 16,700
 16,700
 —
Total 935,700
 —
 1,252,600
 876,700
 860,000
           
Robert J. Zalupski          
Cash payments (1)
 448,100
 —
 1,344,300
 149,400
 149,400
Value of restricted stock (2)
 315,600
 —
 517,300
 517,300
 517,300
Value of stock options (3)
 —
 —
 —
 —
 —

4351


Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 810,400
 —
 1,941,600
 716,700
 666,700
 
Termination
involuntary, not for
cause or Executive
terminates for good
reason
$
 
Termination
for cause
$
 
Termination in
connection with a
change of control
$
 
Death
$(4)
 
Disability
$(5)
          
David M. Wathen          
Lynn A. Brooks (6)
          
Cash payments (1)
 2,188,000
 —
 4,464,000
 788,000
 788,000
 750,100
 —
 2,250,300
 295,300
 295,300
Value of restricted stock (2)
 893,000
 893,000
 1,339,400
 1,339,400
 1,339,400
 474,800
 —
 841,400
 841,400
 841,400
Value of stock options (3)
 —
 —
 1,104,700
 1,104,700
 1,104,700
 —
 —
 —
 —
 —
Outplacement services 50,000
 —
 50,000
 —
 —
 30,000
 —
 30,000
 —
 —
Medical benefits 33,400
 —
 50,000
 50,000
 —
 16,700
 —
 50,000
 50,000
 —
Total 3,164,400
 893,000
 7,008,100
 3,282,100
 3,232,100
 1,271,600
 —
 3,171,700
 1,186,700
 1,136,700
          
A. Mark Zeffiro          
Cash payments (1)
 708,000
 —
 2,124,000
 298,000
 298,000
Value of restricted stock (2)
 460,100
 460,100
 697,200
 697,200
 697,200
Value of stock options (3)
 —
 —
 508,200
 508,200
 508,200
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 1,214,800
 460,100
 3,409,400
 1,553,400
 1,503,400
          
Lynn A. Brooks          
Cash payments (1)
 729,500
 —
 2,188,500
 287,000
 287,000
Value of restricted stock (2)
 80,700
 80,700
 89,100
 89,100
 89,100
Value of stock options (3)
 409,400
 409,400
 818,800
 818,800
 818,800
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 1,266,300
 490,100
 3,176,400
 1,244,900
 1,194,900
          
Joshua A. Sherbin          
Cash payments (1)
 572,100
 —
 1,716,300
 191,000
 191,000
Value of restricted stock (2)
 335,600
 335,600
 512,500
 512,500
 512,500
Value of stock options (3)
 —
 —
 494,100
 494,100
 494,100
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 954,400
 335,600
 2,802,900
 1,247,600
 1,197,600
          
Robert J. Zalupski          
Cash payments (1)
 410,200
 —
 1,230,600
 137,000
 137,000
Value of restricted stock (2)
 45,700
 45,700
 50,500
 50,500
 50,500
Value of stock options (3)
 —
 —
 180,700
 180,700
 180,700
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 502,600
 45,700
 1,541,800
 418,200
 368,200


(1)
Comprised of base salary as of December 31, 20112014 and ICPSTI payments.


44


(2) 
Restricted stock includes time-based shares and performance-based stock units, and are either included on a pro-rata basis for the portion of the earnings period that has elapsed or on a fully-vested basis as required by the terms of the Severance Policy. In addition, the number of performance-based stock units included assumes the target metric would be achieved. Restricted stock is valued at the market price of the Company's common stockCommon Stock of $17.95$31.29 at December 31, 2011.2014. Messrs. Wathen, Zeffiro, Sherbin, Benson, Zalupski and Brooks Sherbinhad 102,552, 40,955, 27,210, 11,823, 10,082, and Zalupski had 49,748, 25,633, 4,496, 18,699 and 2,54915,172 shares, respectively, that would have been vested upon an involuntary termination without cause or by executive for good reason as of December 31, 2011,2014, and 74,621, 38,843, 4,963, 28,553184,515, 70,485, 45,628, 21,957, 16,531 and 2,81326,890 shares, respectively, that would have been vested upon a change of control.
change-of-control, death or disability.

(3) 
Stock options valued at the market price of the Company's common stock of $17.95 at December 31, 2011, less the respective exercise prices. Messrs. Wathen, Zeffiro, Brooks, Sherbin and Zalupski had 0, 0, 217,234, 44,000 and 59,111All stock options respectively, that were exercisableheld by the NEOs as of December 31, 2011,2014 were exercisable, so no incremental benefit would be earned should one of the above events occur. Messrs. Wathen, Zeffiro, Sherbin, Benson, Zalupski, and Brooks had 66,667,, 30,000, 241,401, 84,167 0, 0, 9,000, 32,780 and 65,66722,333 stock options, respectively, that would be vested upon a changeas of control.
December 31, 2014.

(4) 
With respect to death, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid ICPSTI awards, terminate as of the date of the Executive'sNEO’s death. Equity awards become 100% vested upon death. Executive'sEach NEO’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'sNEO’s date of death.

(5) 
With respect to disability, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid annual ICPSTI awards, terminate on the earlier of (a) six (6) months after the disability related termination or (b) the date Executivethe NEO receives benefits under the Company'sCompany’s long-term disability program. Equity awards become 100% vested upon the disability termination.

(6) 
Mr. Brooks resigned his position of President - Packaging Systems effective August 15, 2014, agreeing to remain with the Company in an advisory role to provide for the orderly transition of his duties and responsibilities to his successor. As part of his agreement to remain with the Company over a transition period, Mr. Brooks remained eligible for the Company’s Change-of Control and Severance Policies through December 31, 2014.



4552
FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING



What is the purpose of the Annual Meeting?
At the Annual Meeting, holders of the Company’s Common Stock will act upon the matters outlined in the accompanying Notice of Annual Meeting, including: to elect three directors to serve until the Annual Meeting in 2018; to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2015; and to transact such other business as may properly come before the meeting. In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders.

Who is entitled to vote?
The Company’s Common Stock constitutes the Voting Stock of the Company. As of March 16, 2015, there were no outstanding
shares of preferred stock of the Company. Only record holders of Common Stock at the close of business on the Record Date are
entitled to receive notice of the Annual Meeting and to vote those shares of Common Stock that they held on the Record Date. Each outstanding share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.

What constitutes a quorum?
For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote on the Record
Date will constitute a quorum for all purposes.
As of the Record Date, 45,291,517 shares of Common Stock were issued and outstanding and entitled to vote. Broker non-votes and proxies marked with abstentions or instructions to withhold votes will be counted as present in determining whether there is a quorum.

What is the difference between holding shares as a shareholder of record and being a beneficial owner?
Shareholders of Record.    If, at the close of business on the Record Date, your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the shareholder of record with respect to those shares, and these proxy materials (including a proxy card) are being sent directly to you by the Company. As a shareholder of record, you have the right to grant your voting proxy directly to the Company through the enclosed proxy card or to vote in person at the Annual Meeting.
Beneficial Owners.    If, at the close of business on the Record Date, your shares were not issued directly in your name, but were held in a stock brokerage account or by a bank, trustee or other
nominee, you are considered the beneficial owner of shares, and these proxy materials (including a voting instruction card) are
being forwarded to you by your broker, trustee, bank or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, trustee, bank or nominee on how to vote the shares in your account and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you request and obtain a proxy from your broker, trustee, bank or nominee. Your broker, trustee, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, trustee, bank or nominee on how to vote your shares.

How do I vote?
Shareholders of Record.    If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your proxy card). If you attend the Annual Meeting, you may deliver your completed proxy card in person or vote by ballot.
Beneficial Owners.    If you complete and properly sign the accompanying voting instruction card and return it to your broker,
trustee, bank or other nominee, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your voting instruction card). If you want to vote your shares at the Annual Meeting, you must request and obtain a proxy from such broker, trustee, bank or other nominee confirming that you beneficially own such shares and giving you the power to vote such shares.

Can I change my vote after I return my proxy card or voting instruction card?
Shareholders of Record.    You may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary of the Company, at 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, either written notice revoking the proxy or a properly signed proxy that is dated later than the proxy card. If you attend the Annual Meeting, the individuals named as proxy holders in the enclosed proxy card will
nevertheless have authority to vote your shares in accordance with your instructions on the proxy card unless you properly file such notice or new proxy.
Beneficial Owners.    If you hold your shares through a bank, trustee, broker or other nominee, you should contact such person to submit new voting instructions prior to the time such voting instructions are exercised.


53
FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING



How will my shares be voted?
Shareholders of Record.All shares represented by the proxies mailed to shareholders will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where no instructions are given, the shares will be voted: (1) for the election of the Board of Directors’ nominees for three directors; and (2) for the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2015.
Beneficial Owners.   The brokers, banks, or nominees holding shares for beneficial owners must vote those shares as instructed, and if no instructions from the beneficial owner are received on a matter deemed to be non-routine, they may not vote the shares
on that matter. Under applicable law, a broker, bank, or nominee has the discretion to vote on routine matters, such as the ratification of the appointment of the Company’s independent registered public accounting firm, but does not have discretion to vote for or against the election of directors. Common Stock subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum but the broker non-votes will not be considered votes cast with respect to that proposal. In order to avoid a broker non-vote of your shares on this proposal, you must send voting instructions to your bank, broker, or nominee.

What are the Board’s recommendations?
The Board recommends a vote:

Proposal 1—FOR the election of the nominated slate of directors.
Proposal 2—FOR the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

What vote is required to approve each item?
Proposal 1 - Election of Directors.
The three nominees who receive the most votes cast at the Annual Meeting will be elected as directors. Accordingly, abstentions and broker non-votes will have no effect in determining the outcome of the vote on the election of directors. A properly signed proxy
with instructions to withhold authority with respect to the election of one or more directors will not be voted for the director(s) so indicated.
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm.
The affirmative vote of a majority of the shares of Common Stock
present or represented by proxy at the Annual Meeting and entitled
to vote on the matter will be necessary to ratify the Audit Committee’s appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, provided that a quorum is present. Abstentions will have the same effect as a vote against the matter. Although shareholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.

What will happen if other matters are raised at the meeting?
If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will require the affirmative vote of a majority of the shares of Common Stock outstanding on the Record Date that is present or represented at the Annual Meeting.
The Board of Directors does not propose to conduct any business at the Annual Meeting other than as stated above.


How do I find out the voting results?
Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published by the Company in a Current Report on Form 8-K.
How may I obtain an additional copy of the proxy materials?
If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, please request the additional copy
by contacting TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan
48304, Telephone 248-631-5506, or by email to generalcounsel@trimascorp.com. Additionally, if you have been receiving multiple sets of proxy materials and wish to receive only one set of proxy materials, please contact the Company’s Investor Relations department in the manner provided above.


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FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING



What does it mean if I receive more than one proxy card or voting instruction card?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or the Company’s transfer agent.
Please sign and deliver each proxy card and voting instruction
card that you receive to ensure that all of your shares will be voted. We recommend that you contact your nominee and/or the Company’s transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.

Who pays for the solicitation of proxies?
The accompanying proxy is being solicited by the Company’s Board of Directors. The Company will bear the cost of soliciting the proxies. Officers and other management employees of the
Company will receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interview and/or telephone.

How can I access the Company’s proxy materials and annual report on Form 10-K?
The Financial Information subsection under “Investors” on the Company’s website, http://www.trimascorp.com, provides access, free of charge, to SEC reports as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports. The Company has posted printable and searchable 2015 proxy materials to the Company’s website at http://ir.trimascorp.com/2015proxy. A copy of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Company’s executive offices at TriMas Corporation, Attention: Investor Relations 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304 or by email to generalcounsel@trimascorp.com.
The references to the website address of the Company and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement.

Is a registered list of shareholders available?
The names of shareholders of record entitled to vote at the Annual Meeting will be available to shareholders entitled to vote at the
meeting on Wednesday, May 13, 2015 at the Company’s headquarters.

How and when may I submit a shareholder proposal or director nomination for the 2016 Annual Meeting of Shareholders (“2016 Annual Meeting”)?
For a shareholder proposal or director nominations to be considered for inclusion in the Company’s proxy statement for the 2016 Annual Meeting, the Corporate Secretary must receive the written proposal at the Company’s principal executive offices no later than December 9, 2015. Such proposals and nominations also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to TriMas Corporation, Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304 or by fax to (248) 631-5413.

For a shareholder proposal that is intended to be considered at the 2016 Annual Meeting, but not included in the Company’s proxy statement, the shareholder must give timely notice to the Corporate
Secretary not earlier than January 14, 2016 and not later than the close of business on February 13, 2016. Any shareholder proposal must set forth (a) a brief description of the business desired to be brought before the 2016 Annual Meeting and the reasons for conducting such business, (b) the name and address, as they appear on the Company’s books, of the shareholder proposing such business, (c) the number of shares of Common Stock that are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) any additional information that is required to be provided by the shareholder pursuant to Regulation 14A under the Exchange Act, as amended:
•Not earlier than 120 days and not later than 90 days prior to the 2016 Annual Meeting; and
•10 days after public announcement of the 2016 Annual Meeting date.





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TRIMAS CORPORATION
39400 WOODWARD AVENUE SUITE 130
BLOOMFIELD HILLS, MI 48304
 
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of FutureELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
 
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING:
  For Withhold For All
  All All Except
1.   Election of Directors
 o o o
Nominees      
       
01 Nick L. Stanage
02  Daniel P. Tredwell      
0203 Samuel Valenti III      
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.


To vote against all nominees, mark “Withhold All” above. To vote against an individual nominee, mark “For All Except” and write the nominee’s number on the line above.

  For Against Abstain
2.Ratification of the appointment of KPMGDeloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for 2012.the fiscal year ending December 31, 2015 o o o

NOTE: This proxy/voting instruction, when properly executed, will be voted in accordance with the directions indicated, and if no directions are given, will be voted FOR proposal 1 and proposal 2. The proxies will vote in their discretion upon any and all other matters which may properly come before the meeting or any adjournment thereof.

  Yes No
Please indicate if you plan to attend this meeting o o

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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
 

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Signature [PLEASE SIGN WITHIN BOX]Date Signature (Joint Owners)Date

ADMISSION TICKET
 
Please retain and present this top portion of the proxy card as your admission ticket together with a valid picture identification to gain admittance to the Annual Meeting.
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 201213, 2015
 
The Proxy Statement and 20112014 Annual Report of TriMas Corporation are also available at: http://www.trimascorp.com/2012proxyir.trimascorp.com/2015proxy
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and 20112014 Annual Report are available at www.proxyvote.com.
 
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 201213, 2015
AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRIMAS CORPORATION
 
Properly executed proxies received by the day before the cut-off date or the meeting date will be voted as marked and, if not marked, will be voted FOR proposalsall of the nominees for director under proposal 1 and FOR proposal 2.
 
By casting your voting instructions on the reverse side of this proxy form, you hereby (a) acknowledge receipt of the proxy statement related to the above-referenced meeting, (b) appoint the individuals named in such proxy statement, and each of them, as proxies, with full power of substitution, to vote all shares of TriMas Corporation’s common stock that you would be entitled to cast if personally present at such meeting and at any postponement or adjournment thereof, and (c) revoke any proxies previously given.
 
This proxy will be voted as specified by you. If no choice is specified, the proxy will be voted according to the Board of Director Recommendations indicated on the reverse side of this proxy, and according to the discretion of the proxy holders for any other matters that may properly come before the meeting or any postponement or adjournment thereof.
 
Please date, sign and mail the proxy promptly in the self-addressed return envelope which requires no postage if mailed in the United States. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such. If shares are held jointly, both owners should sign. Alternatively, you may vote by phone or the Internet, as described in the instructions on the reverse side of the proxy.
 
Continued and to be signed on reverse side
 


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QuickLinks

LETTER TO SHAREHOLDERS
ABOUT THE MEETINGPROXY SUMMARY
PROPOSAL 1- ELECTION OF DIRECTORS
BOARD OF DIRECTORS RISK MANAGEMENT FUNCTIONSCOMPENSATION
DIRECTOR COMPENSATION TABLE
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITOR
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
TRANSACTIONS WITH RELATED PERSONS
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSSION AND ANALYSIS OVERVIEW
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
FAQ - ABOUT THE MEETING
PROXY CARD

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