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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

(Amendment No.          )

Filed by the Registrantýx

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

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Soliciting Material Pursuant tounder §240.14a-12


TriMas Corporation
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
   
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TriMas Corporation
NOTICE OF 2012 ANNUAL MEETING OF SHAREHOLDERS

Notice of 2009 Annual Meeting of Shareholders

To be held May 7, 2009

10, 2012


To the Shareholders of TriMas Corporation:

        The Annual Meeting of shareholdersShareholders of TriMas Corporation (the "Company") will be held on Thursday, May 7, 200910, 2012 at TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130 Bloomfield Hills, Michigan 48304, at 11:8:00 a.m., Eastern Time, for the following purposes:

1.To elect two directors to serve until the Annual Meeting of Shareholders in 2015;
2.To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012; 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 9, 200914, 2012 as the 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/ JOSHUAJoshua A. SHERBIN
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 1, 2009.

3, 2012.

        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 internetInternet (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 7, 2009

The Proxy Statement and 2008

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2012

The Proxy Statement and 2011 Annual Report of TriMas Corporation are available at:
http://www.trimascorp.com/2009proxy

TriMas Corporation are available at:

http://www.trimascorp.com/2012proxy




TriMas Corporation
39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304

Proxy Statement for 2009 Annual Meeting of Shareholders

PROXY STATEMENT FOR 2012 ANNUAL MEETING OF SHAREHOLDERS
        This proxy statement contains information regarding the Annual Meeting of shareholdersShareholders (the "Annual Meeting") of TriMas Corporation (the "Company") to be held at 11:8:00 a.m., Eastern Time, on Thursday, May 7, 200910, 2012 at the TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304. The Company's Board of Directors (the "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 1, 2009.3, 2012. The Company will bear the cost of soliciting proxies.



ABOUT THE MEETING

What is the purpose 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 the election ofincluding: to elect two directors to serve until the Annual Meeting in 2012.

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, LLP ("KPMG"), the Company's independent registered public accounting firm for 2008,2011, 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 9, 200914, 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 toone 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 9, 2009,14, 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, 33,589,22235,177,409 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 or not 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 internetInternet (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 internetInternet (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.

What if I do not vote for some of the items listed on

How will my proxy card or voting instruction card?

shares be voted?

Shareholders of Record.    If you return your signed proxy card but do not mark selections,All shares represented by the selections not markedproxies mailed to shareholders will be voted at the Annual Meeting in accordance with instructions given by the recommendationsshareholders. Where no instructions are given, the shares will be voted: (1) in favor of the election of the Board of Directors. With respectDirectors’ 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.
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 any otherbe non-routine, they may not vote the shares on that matter that properly comes before the Annual Meeting, the proxy holders named in the proxy card will vote(referred to as the Board recommends or, if the Board gives no recommendation, in their own discretion.

        Beneficial Owners.    If you hold your shares in street name through a broker, trustee, bank or other nominee and do not return the proxy card, such nominee will determine if it has the discretionary



authority to vote on the particular matter.“broker non-vote”). Under applicable law, brokers havea broker, bank, or nominee has the discretion to vote on routine matters, such as the uncontested electionratification of directors,the appointment of the Company's independent registered public accounting firm, but dodoes not have discretion to vote on non-routine matters. Iffor or against the broker does not have discretionary authority to vote on a particular proposal, the absenceelection of votes on the proposal with respect to your Voting Stock will be considered"broker non-votes" with regard to that matter.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.

I share an address with another shareholder, and we received only one paper copy In order to avoid a broker non-vote of the proxy materials. 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?

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 48304.48304, 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.

48304, Telephone 248-631-5506.

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.

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 isare the Board's recommendation?

recommendations?

        The Board recommends a vote:

FORProposal 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—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 andindicated.
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 nothe 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 outcomeCompany, 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 vote.

        Other Matters.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 SEC FilingsFinancial 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.

        In addition, and as required by the SEC for 2009, the

The Company has posted printable and searchable 20092012 proxy materials to the Company's website @at http://www.trimascorp.com/2009proxy; and a2012proxy. A copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2008,2011, 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, athttp://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 areis 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 7, 200910, 2012 at the TriMas CorporationCompany's headquarters.



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How are votes counted?

        In the election of directors, you may vote "FOR," "AGAINST" or "ABSTAIN" with respect to each of the nominees. If you elect to abstain in the election of directors, the abstention will not impact the election of directors. In tabulating the voting results for the election of directors, only "FOR" and "AGAINST" votes are counted.

        If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you vote by proxy card or voting instruction card and sign the card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of the Company's nominees to the Board).


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 the Company's Quarterlya Current Report on Form 10-Q for the quarter ending June 30, 2009.

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 20102013 Annual Meeting of Shareholders?

        Requirements for shareholder proposal to be considered at the 20102013 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 2, 2009.7, 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 20102013 Annual Meeting, but not included in the Company's proxy statement.    For a shareholder proposal that is intended to be considered at the 20102013 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 15, 2010.10, 2013.

        In addition to the timing requirements stated above, any shareholder proposal to be brought before the 20102013 Annual Meeting must set forth (a) a brief description of the business desired to be brought before the 20102013 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 20102013 Annual Meeting is moved more than 30 days before or 60 days after the anniversary of the 20092012 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 20102013 Annual Meeting; and

•
10 days after public announcement of the 20102013 Annual Meeting date.




PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors currently consists of sevensix 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's directors. Class III directorsdirectors' terms will expire at the 20092012 Annual Meeting. Messrs. TredwellValenti and Valenti, two of the three Class III directors,Tredwell have consented to stand for re-election to serve until the 20122015 Annual Meeting. If either 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's substitute nominee. Mr. Becker, also a Class III director, has advised the Board that he will not stand as a nominee for re-election at the 2009 Annual Meeting.

The Company's Board recommends a voteFORTHE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE each of the two directors listed below that stand for election, to serve until the 2012 Annual Meeting".FOR"

EACH OF THE TWO DIRECTORS LISTED BELOW WHO STANDS FOR RE-ELECTION, TO SERVE UNTIL THE 2015 ANNUAL MEETING.

Vote Required

        The two 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 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" proposal, your broker does not have authority to vote your shares. 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 sevensix members divided into three classes serving staggered terms.
Name Age Title 
Term
Ending
Daniel P. Tredwell(1)
 53
 Director 2012
Samuel Valenti III(1)
 66
 Chairman of the Board of Directors 2012
David M. Wathen 59
 Director, President and Chief Executive Officer 2013
Marshall A. Cohen 77
 Director 2013
Richard M. Gabrys 70
 Director 2014
Eugene A. Miller 74
 Director 2014

Name
 Age Title Term
Ending		 
Charles E. Becker(1)  62 Director  2009 
Daniel P. Tredwell(2)  51 Director  2009 
Samuel Valenti III(2)  63 Chairman of the Board of Directors  2009 
David M. Wathen(3)  56 Director, President and Chief Executive Officer  2010 
Marshall A. Cohen  74 Director  2010 
Richard M. Gabrys  67 Director  2011 
Eugene A. Miller  71 Director  2011 

(1)
Not standing
(1)
Standing for re-election at the 2012 Annual Meeting.
        Director Background and Qualifications.    The following sets forth the business experience during at least the 2009past five years of each Director nominee and each of the directors whose term of office will continue after the Annual Meeting.

(2)
Standing for re-election
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 Nominating and Corporate Governance Committee considers the 2009 Annual Meeting.

(3)
Elected January 13, 2009 uponexperience, mix of skills and other qualities of the resignationexisting Board to ensure appropriate Board composition. The Nominating and Corporate Governance Committee believes that Directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, it seeks to ensure the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company's business.
The Board believes that the Directors and nominees have an appropriate balance of Grant H. Beard.

        Charles E. Becker.    Mr. Becker was electedknowledge, experience, attributes, skills and expertise as a director in June 2002. Mr. Becker has advisedwhole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that he will not standeach 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 four 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 for re-election atbrings a strong background and set of skills to the 2009 Annual Meeting when his term expires.

Board, giving the Board as a whole competence and experience in a wide variety of areas.

Daniel P. Tredwell.    Mr. Tredwell was elected as one of the Company's directors in June 2002. Mr. Tredwell has extensive knowledge and expertise in financial and banking matters. Mr. Tredwell is the Managing Member, and one of the co-founders of Heartland Industrial Partners, L.P. ("Heartland"(“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 leveraged financingprivate equity and private equityinvestment 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 Asahi Tec Corporation, Springs Industries, Inc., and Springs Global Participações S.A. From November 2000 to January 2010, Mr. Tredwell served 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 boards of directors of other global corporations (including service as the chair of audit and compensation committees), and his subject matter expertise in finance, acquisitions and divestitures, economics, asset management, and business development.
Samuel Valenti III.    Mr. Valenti was elected 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, and was Vice President—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. Mr. Valenti is the former Chairman of the Investment Advisory Committee of the $50 billion State of Michigan retirement system and serves on the Harvard Business School Advisory Council. He also serves on the Advisory Council at the University of Notre Dame and the Advisory Board at the University of Michigan Business School Zell-Lurie Institute. Mr. Valenti is a member of Business Leaders for Michigan and serves as Chairman 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 Chairman of the Company's Board since 2002 and as an executive at Masco for forty years, the breadth of his experiences in finance, corporate governance, 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, and asset management.
David M. Wathen.    Mr. Wathen was appointed as the Company's President and Chief Executive Officer and as a member of the Board on January 13, 2009. 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 20022003 until 2006,2007, Mr. Wathen was President and Chief Executive Officer of Balfour Beatty, Inc. (US(U.S. Operations), an engineering, construction and building management services company. Prior to his Balfour Beatty appointment in 2002,2003, he served as a Principal Member of Questor, a private equity firm.firm from 2000 to 2002. From 1977 to 2000, Mr. Wathen has also 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 his subject matter expertise in the areas of engineering, production, and business development.

Marshall A. Cohen.   Mr. Cohen was elected as one of the Company's directors in January 2005. Mr. Cohen has extensive knowledge and experience in management, governance and legal matters involving publicly-held companies. He is alsocounsel (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 officer of the Molson Companies Limited from 1988 to 1996. Mr. Cohen is 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 CorporationCorporation. Mr. Cohen holds a B.A. from the University of Toronto, a law degree from Osgoode Hall Law School and TD Ameritrade. From November 1988a Masters Degree in Law from York University.
In addition to September 1996, he was President, Chief Executive Officerhis 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 the Molson Companies Limited.

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.

Richard M. Gabrys.  Mr. Gabrys joined the Board in August 2006. Mr. Gabrys has extensive knowledge and expertise in financial reporting 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 a 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 Boardboard of Dana Corporation.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 Massey 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 serve as a director based on his leadership while serving as a partner and senior manager of a global accounting and auditing firm, the breadth of his experience in auditing, finance and other areas of oversight while serving as a director of other significant corporations, and his subject matter expertise in finance, accounting, and Sarbanes‑Oxley compliance.  
Eugene A. Miller.    Mr. Miller was elected as a director in January 2005. Mr. Miller has extensive knowledge and expertise in management, executive compensation and governance matters related to publicly-held companies. Mr. Miller is the retired Chairman and Chief 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 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 his subject matter expertise in the areas of finance, executive management, and professional standards.
The Board of Directors and Committees

        Through

        Since June 2002, the Company has separated the roles of the Board Chairman 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's management. Mr. Valenti has served as Board Chairman since 2002 and has been an independent director since November 5, 2008,2008.
        During 2011, the Board consisted of eightsix directors and since November 6, 2008 the Board has consisted of seven directors. During 2008, the Board held nine9 meetings and acted eight4 times by unanimous written consent. The table below sets forth the 2008 membership and meeting information for the four standing committees of the Board(1): for 2011:
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 — —

Name
 Audit Compensation Governance &
Nominating		 Executive 

Brian P. Campbell(2)

  —  —  —  — 

Richard M. Gabrys(3)

  Chairman  —  X  — 

Eugene A. Miller(4)

  X  Chairman  —  — 

Charles E. Becker

  —  X  —  — 

Daniel P. Tredwell(5)

  —  —  —  X 

Samuel Valenti III(6)

  —  —  X  X 

David M. Wathen(7)

  —  —  —  X 

Marshall A. Cohen(8)

  X  X  Chairman  — 
 

Meetings

  10(9) 7  3  0 
 

Action by Unanimous Written Consent

  2  2  0  0 

        The Company's Board of Directors currently consists of sevensix directors, divided into three classes so that, as nearly as possible, each class will consist of one-third of the Company's directors. The members of each class serve for a staggered, three year term.terms. Upon the expiration of the term of a class of directors, directors in that class willmay be electedasked to stand for re-election for a three year termsterm at the Annual Meeting in the year in which their term expires. The classes are composed as follows:

(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 third of the Company's directors.

        The Company's Board has determined, after considering all of the relevant facts and circumstances, that Messrs. Becker, Cohen, Gabrys, Miller and Valenti are "independent" from management in accordance with the NYSENASDAQ listing standards and the Company's Corporate Governance Guidelines. With respect to Mr. Valenti, the Board made this determination as of November 6, 2008. 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's Corporate Governance Guidelines. After considering
        During 2011, all of the relevant facts and circumstances, the Board determined that, within twelve (12) months of the Company's initial public offering, all of the members of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee of the Board qualified under the applicable independence standards.

        During 2008, with the exception of Mr. Becker, allcurrent directors attended at least 75%, in aggregate, of the meetings of the Board of Directors and all committees of the Board on which they served. SevenAll of the eight then current directors attended the Company's 20082011 Annual Meeting of Shareholders, and 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.

        Non-management

        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's Board of Directors and other corporate governance procedures, see "Corporate“Corporate Governance."” For information on how you can communicate with the Company's non-management directors, see "Communicating“Communicating with the Board."

”

Audit Committee.    The Audit Committee is responsible for providing independent, objective oversight and review of the Company's auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of the Company's internal audit function. In addition, the Audit Committee is responsible for (1) selecting the Company'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's financial statements, our independent registered public accounting firm's qualifications and independence, the performance of the company's independent registered public accounting firm, and the Company's internal audit function and compliance with relevant legal and regulatory requirements, (4) annually reviewing the Company's independent registered pubicpublic accounting firm's report describing the auditing firm's internal quality-controlquality control procedures and any materialsmaterial issues raised by the most recent internal quality-controlquality 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'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“Report of the Audit Committee."” The Audit Committee's charter is available on the Company's website,www.trimascorp.com, in the Corporate Governance subsection of the Investor page.

Each of the directors on the Audit Committee is financially literate. The Board of Directors has determined that each of Messrs. Miller and Gabrys qualifyqualifies as an "audit“audit committee financial expert"expert” within the meaning of SEC regulations and that each member on the Audit Committee has the accounting and related financial management expertise required by the NYSENASDAQ listing standards.

standards and that each is “independent” from management in accordance with NASDAQ listing standards and the Company's Corporate Governance Guidelines.


8


Compensation Committee. The Compensation Committee is responsible for developing and maintaining the Company's compensation strategies and policies including, (1) reviewing and approving the Company's overall executive and director compensation philosophy and the executive and director compensation programs to support the Company'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'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'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.


        See "Compensation Discussion and Analysis." The Compensation Committee's charter reflects such responsibilities and is available on the Company's website,www.trimascorp.com,, in the Corporate Governance Section.

section of the Investors page. The Committee last updated its charter on October 29, 2009.

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 NYSENASDAQ 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 Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. As required by the NYSE,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's current directors and management. The 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's by-laws. The committeeCorporate 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 20092012 Annual Meeting.

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's charter is available on the Company's website,www.trimascorp.com, in the Corporate Governance Section.subsection of the Investors page.

Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is an employee of the Company. Messrs. Becker, Cohen, Gabrys, Miller and MillerValenti are the current members of the Company's Compensation Committee. See "Transactions“Transactions with Related Persons"Persons” for a summary of related person transactions involving Heartland.

Terms of Office. 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.

9


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 Compensation

The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board, 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 2008,2011, each independent director, other than the Chairman, received an annual retainer subjectbased on $75,000 per year through August 1, 2011, which retainer was increased to proration,$100,000 per year as of $75,000,August 1, 2011; and a meeting fee of $1,000 for each Board or committee meeting attended. The Chairman of the Board received an annual retainer of $200,000 in 2008per 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 his services in that capacityeach Board and did not receive attendance fees.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 attendance fees of $2,000 for each meeting attended. In addition, the chair of the Audit Committee received an additional annual retainer feein the amounts of $15,000. In 2008,$15,000, $10,000 and $5,000, respectively.

Two of the Company did not grant equity compensation to itsfour independent directors except that Mr. Valenti elected to receive one-twelfthdefer receipt of his retainerall or part of their Board compensation in common stock2011. For 2012, two of four independent directors elected to defer receipt of all or part of their Board compensation.
Equity Compensation. In 2011 the Company.

        At its February 26, 2009 Board Meeting,determined that future grants of equity to directors would be made by issuing restricted stock.

On August 5, 2011, the Board approved effective January 1, 2009, the paymentissuance of a $10,000 annual retainerrestricted shares to the Chaireach of the Compensation Committee,independent directors, with a $5,000 annual retainerfair market grant date value of $100,000 and subject to the Chaira one-year vesting period. As part of the Governance and Nominating Committee, and adjusted attendance fees to $1,000 for each Board meeting attended, and each committee meeting attended as a committee member or as committee chair. Theindependent director's per annum compensation package, the Board also approved, on August 5, 2011, the issuance of subsequent annual grants on each March 9, 20091st, commencing in 2012, to each of options to purchase 24,000the independent directors of restricted shares of common stock per independent Board member (other than the Chairman), at thewith a fair market value exercise price of the closing price of the Company's stock on the grant date which options will vest in equal annual increments over the three years following thevalue of $100,000, with each grant date and are subject to a ten (10) year exercise term,one-year vesting period.
Director Stock Ownership. We have established stock ownership guidelines for independent directors to more closely tie their interests to those of shareholders. Under these guidelines, 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 the independent directors until May 17, 2012) shares of Company stock having a value equal to three times their annual cash retainer. Common stock, time-based restricted stock and vested in the money options held by an independent director are counted toward fulfillment of this ownership requirement.
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 to earlier termination ifas a result of their affiliation with the recipient dies, becomes disabled or is no longer a director.

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.



10


Director Compensation Table
Name 
2011 Fees Earned
or Paid in Cash
($)
 
2011 Stock
Awards
($) (3)
 
Total
($)
Samuel Valenti III 220,400
 100,000
 320,400
David M. Wathen (1)
 —
 —
 —
Marshall A. Cohen (2)
 112,400
 100,000
 212,400
Richard M. Gabrys 119,400
 100,000
 219,400
Eugene A. Miller (2)
 117,400
 100,000
 217,400
Daniel P. Tredwell (1)
 —
 —
 —

Name
 2008 Fees Earned
or Paid in Cash		 2008 Stock
Awards $		 Total 

Samuel Valenti III(3)

 $183,333  16,667 $200,000 

Grant H. Beard(1)

  N/A  —  N/A 

Charles E. Becker

 $83,000  — $83,000 

Marshall A. Cohen

 $97,000  — $97,000 

Richard M. Gabrys

 $104,931  — $104,931 

Eugene A. Miller

 $113,068  — $113,068 

Daniel P. Tredwell(1)

  N/A  —  N/A 

Brian P. Campbell(2)

 $72,383  — $72,383 

(1)
Messrs. Tredwell and Wathen did not receive any compensation for their services as directors.


(2)
Messrs. Cohen and Miller elected to defer 100% and 50%, respectively, of their 2011 fees earned as permitted under the 2006 Long Term Equity Incentive Plan.

(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 prior to the vesting date.
Corporate Governance

The Board of Directors has adopted Corporate Governance Guidelines, a copy of which can be found at the Company's website,www.trimascorp.com, in the Corporate Governance Section.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 Ethics.Conduct. TheEffective January 1, 2012, the Board has adopted a coderevised Code of ethics and business conductConduct that applies to all directors and all employees, including the Company's principal executive officer, principal chief financial officer, and other persons performing similar executive management functions. The codeCode of ethicsConduct is posted on the Company's website in the Corporate Governance Section.section. All amendments to the Company's codeCode of ethics,Conduct, if any, will be also posted on the Company's internet website, along with all waivers, if any, of the codeCode of ethicsConduct involving senior officers.

The Company has filed with the SEC, as exhibits to its Quarterly Reports on Form-10-QForm10-Q for the quarters ended March 31, June 30 and September 30, 2008,2011, respectively, and its Annual Report on Form 10-K for the year ended December 31, 2008,2011, 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's committee charters, Corporate Governance Guidelines and Code of EthicsConduct will be sent to any shareholder, without charge, upon written request sent to the Company's executive offices: TriMas Corporation, Attention: Vice President, General Counsel 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, 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 Chairman of the Audit Committee will be forwarded unopened directly to the Chairman);

•
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's toll free, confidential hotline number published atwww.trimascorp.com in the Corporate Governance Sectionsubsection of the Investors page, in the document entitled Code of Ethics and Business 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.


12


REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company's financial statements. The Company's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, the performance of the Company's internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company'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's management is primarily responsible for the Company's internal control and financial reporting process. The Company's independent registered public accounting firm, KPMG, is responsible for performing an independent audit of the Company'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's internal control over financial reporting. The Audit Committee monitors the Company'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 the audited financial statements for the fiscal year ended December 31, 2011 with the Company'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") No. 114 (formerly SAS 61), as adopted by the Public Company Accounting Oversight Board ("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 by the PCAOB in rule 3600T, and has discussed 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's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, 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, Chairman
Eugene A. Miller
Marshall Cohen
Samuel Valenti III


13

Independent Auditors


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

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.
The Audit Committee of the Board has appointed KPMG as the independent registered public accounting firm to audit the Company's consolidated financial statement for the fiscal year ending December 31, 2012. During fiscal year 2008,2011, KPMG served as the Company's independent registered public accounting firm and also provided certain other audit related services. KPMG has audited the Company's consolidated financial statements annually since the fiscal year ended December 31, 2003. Representatives of KPMG are expected to attend the 20092012 Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.


The Audit Committee hasappointment of KPMG 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 stock present in person or represented by proxy and voting on the matter, provided that a quorum of at least a majority of the outstanding shares are represented at the meeting. If you abstain from 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 yet selected independent accountantsinstruct the broker on how to auditvote on this “routine” proposal, your broker will nevertheless have authority to vote your shares on this “routine” proposal in your broker'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 KPMG as the Company's consolidated financial statementsindependent registered public accounting firm for the fiscal year ending December 31, 2009. 2012, unless specified otherwise.
Fees Paid to Independent Auditor
       The following table presents fees billed by KPMG for professional audit services rendered related to the audits of the Company's annual financial statements for the years ended December 31, 2011 and 2010, and fees for other services rendered by KPMG during those periods.
  2011
($)		 2010
($)		 
Audit Fees 1,733,000
 1,614,500
 
Audit-related Fees 324,000
 304,100
 
Tax Fees 46,000
 20,200
 
All Other Fees —
 —
 
Total 2,103,000
 1,938,800
 
Audit and Audit-Related Fees
Integrated audit fees billed for services rendered in connection with the audit of the Company's annual financial statements and the effectiveness of the Company's financial controls over financial reporting were $1.7 million for 2011 and $1.6 million for 2010. In 2011, 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 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.
Tax Fees
Except for the amounts disclosed above, there were no tax fees billed by KPMG during 2011 and 2010, as the Company has retained another firm to provide tax advice.
The Audit Committee intends to appoint anhas determined that the rendering of all non-audit services by KPMG is compatible with maintaining such auditor independence.
We have been advised by 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.
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 tofirm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the Company's consolidated financial statementsindependent registered public accounting firm.
On an ongoing basis, management communicates specific projects and categories of service for which the fiscal year ending December 31, 2009, asadvance approval of the Audit Committee determines is inrequested. The Audit Committee reviews these requests and advises management if the best interestscommittee approves the engagement of the Companyindependent 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 our independent auditor in 2011 and 2010, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee under its shareholders.

Pre-Approved Policies and Procedures for Audit and Non-Audit Services

pre-approval policies.

The Audit Committee's policies permit the Company's independent accountants, KPMG, to provide audit-related services, tax services and non-audit services to the Company, subject to the following conditions:

(1)    KPMG 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)    KPMG and the Company will enter into engagement letters authorizing the specific audit-related taxservices or non-audit services and setting forth the cost of such services;

(3)    The Company is authorized, without additional Audit Committee approval, to engage KPMG to provide (a) audit-related and tax services, including due diligence and tax planning related to acquisitions where KPMG 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 KPMG 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 Chairman of the Audit Committee will be promptly notified of each engagement, and the Audit Committee will be updated quarterly on all engagements, including fees.

Service Fees Paid to the Independent Registered Public Accounting Firm

        The following table sets forth the aggregate fees billed to the Company for the fiscal years ended December 31, 2008, 2007 and 2006 by KPMG.

 
 2008
($)		 2007
($)		 2006
($)		 

Audit Fees

  2,424,300  3,220,000  1,375,000 

Audit-related Fees

  —  436,000  244,000 

Tax Fees

  66,900  15,900  14,200 

All Other Fees

  —  —  — 
        

Total

  2,491,200  3,671,900  1,634,200 
        


Audit and Audit-Related Fees

        Integrated audit fees billed for services rendered in connection with the audit of the Company's annual financial statements and the effectiveness of the Company's financial controls over financial reporting were $2,424,300, $3,220,000 and $1,375,000 for 2008, 2007 and 2006, respectively. The increase in fees for 2007 was due to services in connection with the Company's initial compliance with Section 404 of the Sarbanes-Oxley Act. KPMG audit fees related to the Company's ongoing SOX compliance are reflected in the 2008 Audit Fees. In 2007 and 2006, audit-related fees of $436,000 and $244,000, respectively, were incurred related to the Company's initial public offering.

Tax Fees

        Except for the amounts disclosed above, there were no tax fees billed by KPMG during 2008, 2007 and 2006, as the Company has retained another accounting firm to provide tax advice.

        The Audit Committee has determined that the rendering of all non-audit services by KPMG is compatible with maintaining such auditor independence.

Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters

       The following table sets forth information with respect to the beneficial ownership of the Company's common stock as of the Record Date by:

each person known by us to beneficially own more than 5% of the Company's common stock;

•
each of the Company's directorsDirectors and directorDirector nominees;

•
each of the named executive officers;Named Executive Officers ("NEOs"); and

•
all of the Company's directorsDirectors and named executive officersNEOs as a group.

The percentages of common 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 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 33,589,22235,177,409 shares outstanding and 833,649806,686 shares that are deemed "beneficially owned"“beneficially owned” under the SEC rules described above.

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 

Heartland Industrial Associates, L.L.C.(1)(2)

  15,091,275  43.8%
 

177 Broad St., 10th Floor, Stamford, Connecticut 06901

       

Masco Corporation(3)

  2,454,614  7.1%
 

21001 Van Born Road, Taylor, Michigan 48180

       

First Manhattan Co. 

  2,322,083  6.74%
 

437 Madison Avenue, New York, NY 10022

       

Tinicum Lantern II L.L.C.(8)

  1,871,600  5.4%
 

800 Third Avenue, 40th Floor, New York, NY 10022

       

Charles E. Becker(4)(5)(7)

  2,000  0 

Lynn A. Brooks(5)(7)

  172,234  0 

Marshall A. Cohen(5)(7)

  2,000  0 

Richard M. Gabrys(5)(7)

  3,000  0 

Eugene A. Miller(5)(7)

  7,000  0 

Joshua A. Sherbin(5)(7)

  60,300  0 

Daniel P. Tredwell(2)

  15,091,275  43.8%

Samuel Valenti III(5)(6)(7)

  388,661  1.1%

David M. Wathen(7)

  0  0 

A. Mark Zeffiro(5)(7)

  28,800  0 

All named executive officers and directors as a group (10 persons)(2)(5)(7)(9)

  15,755,270  45.8%


Company.

Executive Officers

        Officers of the Company serve at the pleasure of the Board.

NameAgeTitle

David M. Wathen(1)

 5956
 Director, President and Chief Executive Officer

A. Mark Zeffiro

 4643
 Chief Financial Officer

Lynn A. Brooks

Thomas M. Benson 56
 President Packaging Systems Group- Cequent Performance Products

Edward L. Schwartz(2)

Lynn A. Brooks		 5847
 Executive Vice President - Packaging Systems

Joshua A. Sherbin

 4946
 Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Robert J. Zalupski

 5350
 Vice President Finance, Corporate Development and Treasurer

(1)
Appointed January 13, 2009, replacing Grant H. Beard who resigned on that same date.

(2)
Resigned March 4, 2009

David M Wathen. Business experience provided under "Director“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"(“GE”) and Black and Decker Corporation ("(“Black & Decker"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 theBlack and Decker's factory store business unit, a $50 million business comprising 38 factory stores and 500 personnel. In 2003-2004From 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 Groupbusiness since July 1996. He joined Rieke Corporation, today part of the Packaging Systems Group,business, in May 1978. Prior to his current position, his responsibilities at Rieke included Assistant Controller, Corporate Controller, and Vice President-General Manager of Rieke.Manager. Before joining Rieke, he served with Ernst & Young in the Toledo, Ohio and Fort Wayne, Indiana offices.


        Edward L. Schwartz.    In June 2008, Mr. Schwartz was appointed Executive Vice President of the Company. From the period February 2003 through June 2008, he served as President of the Industrial Specialties, Energy Products, Recreational Accessories and RV & Trailer Products groups. Mr. Schwartz resigned from the Company effective March 4, 2009.

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'sLong in its general business practice.


Robert J. Zalupski. Mr. Zalupski was appointed the Company's Vice President, Finance and Treasurer in January 2003.2003 and assumed responsibility for Corporate Development in March 2010. He joined the Company as Director of Finance and Treasury 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.


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's written Code of Ethics and Business 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 Chairman of the Corporate Governance and Nominating Committee if any actual or potential conflict orof interest arises between the 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 unwritten 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's credit facility and the indenture governing the Company's senior subordinated notes contain covenants that restrict the Company'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-length basis from unrelated parties are allowed.parties. Such covenants influence the Company's policy for review, approval and ratification of transactions with related parties.



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Metaldyne Corporation

        In connection with the Company's reorganization in June 2002, the Company assumed approximately $37.0 million of liabilities and obligations of Metaldyne Corporation ("Metaldyne"), mainly comprised of contractual obligations to former Company employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments made on the Company's behalf. The remaining contractual obligations to Metaldyne are now reported as accrued liabilities in the Company's consolidated balance sheet and were approximately $5.8 million at December 31, 2008.

        On January 11, 2007, Metaldyne merged into a subsidiary of Asahi Tec Corporation ("Asahi") whereby Metaldyne became a wholly-owned subsidiary of Asahi. In connection with the consummation of the merger, Metaldyne distributed the 4,825,587 shares of the Company's common stock that it owned on a pro rata basis to the holders of Metaldyne's common stock at the time of such dividend. As a result of the merger, Metaldyne and the Company are no longer related parties.

        Subject to certain limited exceptions, Metaldyne and TriMas retained separate liabilities associated with the respective businesses. Accordingly, the Company will indemnify and hold Metaldyne harmless from all liabilities associated with the Company and its subsidiaries and the respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold harmless Heartland and the Company harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding the Company and its subsidiaries) and their respective operations and assets, whenever conducted. In addition, the Company agreed with Metaldyne to indemnify one another for its allocated share (57.99% in the case of Metaldyne and 42.01% in the case of the Company) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible.


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 and in accordance with the Shareholders Agreement discussed below, it continues to be able to elect a majority of the Company's Board of Directors and to effectively control the Company.stock. Disclosure of Heartland's ownership is described under "Security“Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters."

”

Shareholders Agreement

Heartland Masco Capital Corporation, and other investors are parties to a shareholders agreement regarding their ownership of the Company's common stock (the "Shareholders Agreement"“Shareholders Agreement”). The Shareholders Agreement provides thatHeartland and the other parties will vote their sharesto it with certain registration rights under the Securities Act of common stock in order to cause the election to the Board of Directors of such number of Directors1933, as shall constitute a majority of the Board of Directors as designated by Heartland.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. The Shareholders Agreement also provides that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of the Company, Heartland has the right to require the other shareholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control.


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 byof the disinterested members of the Company's Board of Directors. Heartland is also entitled to the reimbursement of its expenses under the advisory services agreement. For the year ended December 31, 2008, Heartland did not receivecharge the Company any payment for such fees under this agreement, but did receive reimbursement for expensesrelated to transaction services in the amount of $147,754.

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.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a)



EXECUTIVE COMPENSATION
Compensation Discussion and Analysis Overview

Introduction
This Compensation Discussion & Analysis (“CD&A”) describes the executive compensation programs in place at the Company for 2011 and key elements of the Securities Exchange Actprogram for 2012. Your understanding of 1934our executive compensation program is important to the Company. The goal of this CD&A is to explain:
Our compensation philosophy for executives of the Company including our NEOs;

19


The respective roles of our Compensation Committee and management in the executive compensation process;
The key components of our executive compensation program; and
How the decisions we make in the compensation process align with our compensation philosophy.
Throughout this CD&A, TriMas' Named 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").

2011 EXECUTIVE SUMMARY
Philosophy and Goals of Executive Compensation Program
Our executive compensation philosophy is to employ programs that 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. Our goal is to align our executives' interests with those 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 and philosophies by establishing performance objectives for its executive officers and by linking compensation to financial performance goals.

2011 Financial Highlights
In 2011, we reported record net sales of $1.084 billion, an increase of 20% compared to 2010, with sales growth in all six segments. During 2011, the management team continued to make significant progress on our strategic initiatives, as highlighted in the specific accomplishments detailed below:

Improved both 2011 income and diluted earnings per share from continuing operations by approximately 30% compared to 2010;
Increased sales due to 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 as cash flows from operating activities less capital expenditures, of $63 million;
Reduced total indebtedness, net of cash, from $448.3 million as of December 31, 2010, to $381.0 million as of December 31, 2011; and
Ended the year with record levels of available liquidity.

In addition, we continued to make strategic investments in our business segments, including the completion 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, to offset inflationary cost increases and to fund growth initiatives.

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The significant accomplishments mentioned above led to a strong performance in 2011 and continued to build upon the foundation for long term growth and earnings expansion.

Summary of Compensation Decisions and Outcomes for 2011
The key decisions of the Compensation Committee (the "Committee") made during 2011 are recapped below and discussed in greater detail in the remainder of this CD&A.
Base salary adjustments: The Committee approved modest base salary adjustments for our NEOs that ranged from 1.2% to 3%, to recognize individual performance and general market movement.

2011 Short Term Incentive Program
◦Company-wide:
The Committee approved changes to the Company-wide Incentive Compensation Plan ("Section 16(a)"ICP") requiresfor 2011 in which the President and CEO, CFO, General Counsel, and Vice President - Finance participate to continue the focus on metrics that align our 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. The Committee approved increases to the 2011 target awards for Messrs. Wathen (110% to 112.5% of base) 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 - Finance remained the same.

Based on the Company-wide 2011 performance, the ICP attainment was 185% of target which is being paid in 2012. Amounts earned varied by metric from a low of 125% of target to a maximum of 250% of target based on performance results achieved.

◦Packaging Systems:
The Committee approved changes to the metrics applied to Packaging Systems for the 2011 ICP. The changes which impact the bonus calculation for the President - Packaging Systems included the elimination of Inventory Turnover and Non-Financial Objectives as performance measures and greater emphasis on the Cash Flow, Productivity and New Products/Product Growth metrics to align with the Company's directorscommitment to delever and certain officers,focus on improving productivity and personssales growth. The target bonus award percentage remained the same for the President - Packaging Systems.

Based on the Packaging Systems 2011 performance, the ICP attainment was 75% of target, which is being paid in 2012. Amounts earned varied by metric from a low of 0% of target to a maximum of 150% of target based on performance results achieved.

◦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 Role of Shareholder Say-on-Pay Vote
At the Annual Meeting of Shareholders held on May 10, 2011, approximately 99.2% of the shareholders who own more than ten percentvoted on the “say-on-pay” proposal approved the compensation of a registered classour named executive officers. In view of its equity securities ("10% Stockholders"), to file reportsthis vote outcome and upon evaluation of ownership and changesthe existing compensation program, the Committee decisions in ownership on Forms 3, 4, and 52011 were consistent with the SEC.

21


overall philosophy and structure of the program.
At the 2011 Annual Meeting of Shareholders, a majority of the shareholders who voted on the frequency of the “say-on-pay” vote approved 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's NEO compensation in 2014 and again in 2017, at which time we will also hold the next required vote on the frequency of the shareholder vote on executive compensation.

Approval of the 2011 Omnibus Incentive Compensation Plan

At the May 10, 2011 Annual Meeting of Shareholders, the shareholders approved the 2011 OmnibusIncentive Compensation Plan. The SEC requiresplan provides for the award to directors, officers, directorsemployees, and 10% Stockholders to furnishother service providers of the Company with copies of all Forms 3, 4,restricted stock, restricted stock units, options to purchase stock, stock appreciation rights, unrestricted stock and 5 they file.

        Based solely on its reviewother awards to acquire up to an aggregate of 850,000 shares of common stock.  The purpose of the copies2011 Plan is to enhance the ability of such reports furnishedthe Company to attract and retain highly qualified directors, officers, key employees and other persons and to motivate them to serve the Company and written representations that no other reports were required to be filed duringimprove the fiscal year ended December 31, 2008,business results and earnings of the Company believes that its certain officers, directors and 10% Stockholders have complied with all Section 16(a) filing requirements applicableby providing the opportunity to them except that Messrs. Autry, Beard, Brooks, Newcom, Paulsen, Schwartz, Sherbinto acquire or increase a direct equity interest in the operations and Zalupski each filed one (1) late Form 4 and A. Mark Zeffiro filed one (1) late Form 3.


COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

        The Compensation Committee, composed of three independent directors in compliance with the NYSE listing standards, administers the executive compensation programfuture success of the Company.



DETAILED PROGRAM DESCRIPTIONS
Overview of Key Program Elements
Our Committee works closely with the Company's leadership team to refine our compensation programs, to clearly articulate its objectives to our executives and to emphasize our focus on performance-based compensation whereby executives are rewarded for results that create shareholder value.
Compensation that is performance-based (as opposed to fixed) increases as an executive's responsibility increases. The Committee believes that the portion of an officer's total compensation that is dependent on performance results achieved should increase commensurate with position level and accountability.
The main elements of our compensation structure and how each supports our compensation philosophy are summarized below: 
Principal Compensation Elements
ElementDescriptionPerformance ConsiderationPrimary Objective
Base SalaryFixed cash paymentBased on level of responsibility, experience, knowledge, and individual performanceAttract and retain
Short Term ICPShort-term incentive, cash and equity payment (20% of award paid in restricted stock, subject to one year vest)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 year vesting requirement
Long Term Incentive PlanEquity based awards includes stock options, restricted shares, and performance share 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; promote achievement of longer-term financial and strategic objectives
Retirement and Welfare BenefitsRetirement plans, health and insurance benefitsIndirect - executive must remain employed to be eligible for retirement and welfare benefitsAttract and retain
Perquisites - Flexible Cash Allowance and Executive PhysicalsFixed cash payment and executive physicalsIndirect - executive must remain employed to be eligibleAttract and retain

22



Role of the Compensation Committee
The Board designed governance process expressly delegates to the Committee the responsibility to determine and approve the President and CEO'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's directors (which decisions are subject to Board approval) and executive officers, including the President and Chief Executive OfficerCEO and other NEOs.

Input from Management
Certain senior executives provide information used by the Chief Financial OfficerCommittee in the compensation decision-making process. Specifically, our President and CEO provides input to the otherCommittee regarding corporate and business unit performance goals and results. He also reviews with the Committee the performance of the executive officers named inwho report directly to him, and makes recommendations to the "Summary Compensation Table" (the "NEOs" or "named executive officers"). The Committee's charter reflects such responsibilitiesCommittee regarding their compensation. Our CFO also provides input and is available onanalysis regarding financial and operating results. Our Vice President, Human Resources regularly works with the Company's website,www.trimascorp.com, in the Corporate Governance section of the Investors page. Committee Chair to prepare materials for Committee discussions and presents management's recommendations regarding program changes.
The Committee last reviewed and updatedcarefully considers management's input, but is not bound by their recommendations in making its charter in August 2008.

        In 2008,final pay program decisions.

Independent Compensation Consultant
The Committee has retained an outside consulting firm to advise the Committee continued to address the Company's transition from being privately-held for several years to again becoming a publicly-traded entity in May 2007. To address both transitional and ongoing executive pay matters, the Company sought input from the Company's President and Chief Executive Officer, and other members of management as necessary, as it values their understanding of the overall effectiveness of the management team and each person's individual contribution to the Company's achievements. Support for Committee actions and decisions also was provided by members of the Company's legal, human resources and accounting departments. In 2008, the Committee had seven (7) meetings.

        The Committee also retained Hewitt Associates LLC ("Hewitt") as its independent outside consultant foron various executive and director compensation matters. In this capacity, HewittFor 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 TriMas 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 necessary communicates separatelyrequired to provide input with regard to the President and CEO's compensation based on the Committee'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. Meridian does not provide any other services to the Company. All work performed by Meridian, whether with the Committee withoutdirectly or with management present. Hewitt's scope of activities on behalfat the direction of the Committee, during 2008 included, among other items, competitive benchmarking analyses for executives and outside directors, assistance with annual and long-term incentive plan design, providing assistancerequires pre-approval by the Chair of the Committee.
During 2011, Meridian's consulting related primarily to management as it develops proposalsthe Company's compensation analysis for the Committee's review, including with respect to consideration of share ownership guidelinesNEOs and a recoupment policy,Board, as well as consulting withthe development of the annual long-term equity compensation plan, providing advice on market trends in executive compensation practices and providing peer group and market information to enable the Committee and with management on technical considerations relative to all aspects ofconfirm the Company's executive compensation program.

is commensurate and competitive with the executive officers' responsibilities. During 2011, the Company paid Meridian approximately $209,000 for advising the Committee on executive and director compensation matters. 


The Role of Compensation Philosophy for Named Executive Officers

        The Committee seeks to ensure that total compensation paid to the Company's named executive officers is fair, reasonableBenchmarking and competitive. Total annual compensation of named executive officers consists of base salary, annual cash incentive awards, long-term incentive compensation and certain other benefits (including retirement and welfare benefits and perquisites). The Company also has various deferred compensation arrangements for its named executive officers.

        The Committee recognizes the importance of maintaining sound principles for the development and administration of compensation and benefit programs, including maintaining strong links between executive pay and performance. Peer Group Assessment


The Committee believes that reviewing market benchmark pay data is an important element in ensuring that the overall executive compensation paid to named executive officers should be closely aligned withprogram remains competitive. However, the Committee does not rigidly rely only on market data in making pay decisions; it considers such other factors as overall Company performance, general business conditions and the goals of retaining and motivating leadership talent.
In 2011, the Company on both a short-termCommittee reviewed and long-term basis,affirmed the same benchmarking peer group utilized in the previous year.

23


The peer group includes companies in the same or similar Global Industry Classification Standard categories as TriMas, and that such compensation should assistare roughly comparable to the Company in attracting, retaining, motivatingsize (generally, their 2010 revenues ranged from one third of to three times TriMas' 2010 revenues). This group also includes companies against which TriMas competes for customers, market share and rewarding key executives critical to its long-term success. In addition, the Committee believes that the proportion of total compensation that is (i) performance-based compensation, (ii) long-term compensation subject to vesting, and (iii) share-based compensation should increase as an employee's level of responsibility increases.

talent.

The Committee further strives to have a market competitive pay structure with applicableused the peer groups, while recognizing the significance of maintaining internal pay fairness and other factors described herein. The Committee also takes into account individual performance, hiring and retention needs and other external market pressures in finalizing its compensation determinations.

        The Committee's decisions with respect to 2008 were consistent with the above philosophy and reflected the Company's 2008 economic performance. Due to the level of Incentive EBITDA achieved by the Company in 2008, the Company's named executive officers did not receive any payment for the Company performance element under the cash bonus plan (the Annual Value Creation Plan) and all of



the equity grants awarded in 2008 as Performance Units failed to vest and were forfeited. In 2008 and early 2009, the Company realigned its senior leadership with the replacement of its Chief Executive Officer and Chief Financial Officer and the elimination of the Group President and Executive Vice President positions following executive departures. Turning to 2009, the Committee retained its focus on shareholder value and performance-based compensation by holding named executive officer salaries at 2008 levels and utilizing stock options, the value of which would be driven solely by long term Company performance.

Peer Group Analyses

        To establish an ongoing executive pay structure as a publicly-traded company, the Committee asked Hewittgroup to benchmark pay for the Company's top officers. In so doing, two peer groups were used: (i) a "strategic"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 identified by the Committeeduring 2011 and the Company's management, and (ii) a secondfollowing 24 companies comprise the Committee's peer group comprised generally of industrial manufacturing companies who participated in Hewitt's executive pay database in 2007. These two groups are referred to together as the "Current Peer Groups."

        The strategic peer group includes 15 entities that, like the Company, are U.S.-based companies engaged primarily in manufacturing diversified products, and are viewed as similar to the Company in terms of industry, business and operations. Also, like the Company, these companies are organized as parent companies with various direct and indirect operating subsidiaries. This group is made up of the following companies:

group:
Actuant Corporation GenCorp Gardner Denver Kaydon Corporation Robbins & Meyers
Ametek, Inc.  GenCorp. Inc. Roper Industries Inc.
AptarGraco, Inc. Roper Industries Silgan Holdings
Carlisle Companies Greif, Inc. Sequa Corporation Stoneridge Inc.
Crane Co. Harsco Corporation IDEX SPX Corporation Teleflex Inc.
Donaldson Company IDEX CorporationTeleflex Incorporated

        Fiscal year 2006 revenues for these peer companies ranged from $404 million to $4.3 billion, with a median of approximately $1.8 billion. Based on the Company's 2007 revenue of approximately $1.0 billion, regression analysis (based on revenues) was used to determine size-adjusted market median pay levels. All data relied upon with respect to the strategic peer group was based upon SEC filings for the year ended December 31, 2006. For 2008, the Committee continued to rely on the benchmarking analysis conducted in 2007 with respect to the strategic peer group.

        The second peer group used to provide an additional perspective on market pay levels is comprised of the following companies:

A.O. Smith Corporation

Donaldson CompanySauer-Danfoss Inc.

Albemarle Corporation

Graco, Inc.Sensient Technologies Corporation

Brady Corporation

Hubbell Inc.Valmont Industries

Cameron International

Joy Global Inc.W.R. Grace & Co.

Cleveland-Cliffs

Kaydon Corporation Walter Industries Thor

Corn Products International Inc.

Drew Industries		 Milacron Inc. Kennametal Woodward Governor Company Transdigm Group
EnPro Lufkin Industries Winnebago Industries

        Fiscal year 2006 revenues for these peer companies ranged from $404 million to $3.7 billion, with a median of approximately $1.7 billion. Again, regression analysis (based on the Company's 2007 $1.0 billion in annual revenues) was used to determine size-adjusted market median pay levels. All data relied upon with respect to the second peer group was based upon SEC filings for the year ended December 31, 2006. For 2008, the Committee continued to rely on the benchmarking analysis conducted in 2007 with respect to the second peer group.


The Committee is committedplans to reviewingreview the Current Peer Groupspeer group periodically to ensure they remainit remains suitable for benchmarking purposes, andpurposes. The Committee anticipates that changes in the group will occur from time to time based on the evolution of its ownthe Company's business strategy, the business mix of the peer companies and the availability of comparative data. The composition of the Current Peer Groups listed above differs from the group identified as relevant to compensation discussions prior to the Company's initial public offering in May 2007.(1)

(1)
Prior to the Company's initial public offering in May 2007, the Company relied on a prior benchmark group comprised of 20 entities, that like the Company, are U.S.-based companies engaged primarily in manufacturing diversified products and are organized as parent companies with various direct and indirect operating subsidiaries.

In general, the Committee's objective is to set target compensation levels at market median with an opportunity to earn above-marketabove market awards when shareholders have received above-marketabove market returns. However, the Committee recognizes that it may occasionally need to set and pay target compensation above this range whendepending on the circumstances warrant (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 described in the following paragraphs in greater detail for each component of pay.


Compensation Components

        The

Description of the material elements of the Company's executive compensation packageprogram, the purpose for each and decisions made regarding each element are provided in 2008 were as follows:

the following paragraphs.

Base Salary. Base salaries for the Company's named executive officers wereNEOs are established based on the scope of their responsibilities, and their prior relevant background, training and experience, and taking into account competitive market pay levels. The Committee believes that executive base salaries should generally be competitive with the size-adjusted median salaries for executives in similarcomparable positions and with similar responsibilities in the companies of similar size represented in the compensation data reviewed. Consistent with the Company's policy of setting compensation levels that reflect, among other things, an executive's level of responsibility, the President and Chief Executive Officer's salary and total compensation reflect the scope of his responsibilities andat the benchmark compensation data evaluated. The Company believespeer group. We believe that providing competitive salaries allows the Companyis key to its ability to successfully attract and retain talented executives. An executive's
Each year, the Committee considers whether to grant merit increases and/or market-based adjustments to TriMas' NEOs. In so doing, it considers several factors such as individual responsibilities, Company and individual performance, experience and alignment with market levels.
Based on the foregoing considerations, the Committee approved the following salary adjustments for 2011 for our NEOs:
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 above increases represent increases consistent with merit assessments and general market movement for the respective positions.


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 also evaluated together with other components of the executive's other compensation to ensure that the executive's total compensation is in line with the Company's overall compensation philosophy.

        Base salaries are reviewed annually and adjusted from time to time to realignconsistent with market levels after taking into consideration individual responsibilities,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 Term Incentive Compensation Plan

The goal of the Short Term ICP is to support our overall business objectives by aligning corporate and business unit performance with the goals of shareholders and experience.

        For fiscal year 2008,focusing attention on the Committee maintainedkey measures of success. The ICP is designed to accomplish this goal by providing the base payopportunity for Mr. Beard at $875,000, the same level it had been since 2004. Coincident with Mr. Beard's resignation from the Company on January 13, 2009, the Company hired Mr. David Wathen as his successor.additional cash or stock-based rewards when pre-established performance goals are achieved. The Committee established Mr. Wathen's base pay at $675,000, maintaining its philosophyICP also plays a key role in ensuring that a significant component of an executive's overall targeted compensation be in the form of incentive compensation, and further emphasizing the role of equity based compensation.

        In 2008, Mr. Schwartz received a 6.6 percent increase as compared to fiscal year 2007 in recognition of his expanded role as the Company's Executive Vice President. Mr. Schwartz resigned from the Company on March 4, 2009. Mr. Brooks and Mr. Sherbin received increases of 2.9 percent and 4.4 percent, respectively, as compared to fiscal year 2007. Messrs. Autry and Paulsen, who resigned from the Company on April 11, 2008 and June 19, 2008, respectively, did not receive base pay increases in 2008. The changes were in keeping with market median data. Base pay increases were effective as of July 1, 2008. Base pay changes for 2008 were evaluated with reference to the Current Peer Groups.


        Annual Value Creation Plan.    The Company offers the named executive officersour annual cash compensation through its Annual Value Creation Plan which provides incentives to achieve specified corporate and personal performance targets. Employees are selected to participate in the Annual Value Creation Plan based on their ability to significantly impact the Company's annual operating results. The Company structured the Annual Value Creation Plan so that it is taxable to the executive officers at the time payments are made to them.opportunities remain competitive.

Target awards.

        The President and Chief Executive Officer, Chief Financial Officer and Vice President of Human Resources (which, with the elimination of this position in 2008, became the responsibility of the Vice President, General Counsel and Secretary) present to the Committee for its ultimate approval recommended corporate and personal performance targets for each plan participant. In recommending and approving the performance objectives, the Company's executives and the Committee, respectively, include and consider performance targets that are viewed as reasonably achievable and others that are viewed as more of a challenge to achieve based on past performance and specific industry and general economic conditions. The intent is to provide a balance between the two to ensure that the named executive officers are properly incented throughout the year.

        The Company's corporate performance objective for fiscal year 2008 was achieving internally budgeted amounts of Incentive EBITDA (also referred to as Corporate Incentive EBITDA for clarity of reference to Company-wide performance), which was previously referred to as Annual Value Creation Plan Adjusted EBITDA. The Committee chose Incentive EBITDA as the relevant performance measure because it is viewed as a proxy for our ability to generate cash from operations, and as such is considered as a key means of measuring the Company's business performance. Incentive EBITDA reflects further adjustments to our reported Adjusted EBITDA results for items such as lease expense on sale-leaseback transactions, corporate expenses, expenses for equity compensation, other income (expense), gains (losses) on fixed asset sales and certain non-recurring charges. These adjustments are made because the Committee has determined that they are important to consider to ensure that the Annual Value Creation Plan measures results that are driven primarily by management's efforts rather than by external economic factors. The Annual Value Creation Plan also measures the efficiency of use of working capital and the deployment of capital expenditures against budget commitments.

        Further, each participant also is measured on the degree to which personal objectives are met. The NEO's develop individual goals and objectives that pertain to the overall support of the business and creation of shareholder value and are consistent with the functional focus and expertise of the NEO. Each NEO discusses and implements his or her respective goals as agreed upon with the President and Chief Executive Officer; in the case of the President and Chief Executive Officer, this process is coordinated with the Committee. Attainment of each NEO's personal goal objectives is assessed in connection with the NEO's annual review and a value is assigned for purposes of determining the individual performance compensation component.

        The following chart summarizes the metrics and weightings that applied to our NEOs for 2008. As indicated, corporate financial objectives are more heavily weighted than individual performance



objectives, to reflect the Committee's belief that the largest portion of potential incentive pay should be based on financial results:

Position
EBITDA Level and WeightingOther

President and Chief Executive Officer, Chief Financial Officer, Executive Vice President, Vice President, General Counsel and Secretary

Corporate Incentive EBITDA—75%Personal Objectives—25%

Group Presidents

Corporate Incentive EBITDA—25%
Group-level Incentive EBITDA—50%

Personal Objectives—25%

        The Annual Value Creation Plan target for fiscal year 2008 was to achieve 100% of internally budgeted Incentive EBITDA (approximately $163.4 million in 2008) at the corporate level based on the consolidated performance across all groups. Group-level Incentive EBITDA targets and the achievement during 2008 are discussed in the "Grants of Plan and Plan-Based Awards."

        Each participant is assignedhas a target award,bonus opportunity for the plan year that is expressed as a percentage of base salary. Target awards increase commensurate with responsibility andfor 2011 are aligned with market award levels. The target awards as a percentage of base salary for 2008 were as follows:

    •
    President and Chief Executive Officer—100%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%


•
Chief Financial Officer, Executive Vice President and Group Presidents—70%

•
Vice President, General Counsel and Secretary—50%

Based on the degree to which actual performance results exceed theachieved, actual awards generally can vary as a percent of target goals, Annual Value Creation Plan payouts can increase above target levelsfrom a threshold of 0% to a maximum of 240%215% for participants at the Company-wide level, and from 0% to 200% for business unit participants.
Consistent with the ICP program design, all ICP participants, including the NEOs, whose target awards exceed $20,000 receive 80% of the target award. However, no payment is to be made for any award component when actual performance for that component falls below 90%awards earned in cash and 20% of the relevant objective, and no Annual Value Creation Plan awards are paid ifaward value in the Corporate Incentive EBITDA falls below 50%form of a restricted stock award that vests one year from the objective in a given year. This performance leverage further supports the Committee's belief that a significant percentagegrant date. The number of executive compensation should vary commensurate with the performance results achieved.

2009 TriMas Incentive Compensation Plan.

        For fiscal year 2009, the Company has redesigned the Annual Value Creation Plan. The new annual incentive plan, known as the TriMas Incentive Compensation Plan, focuses on a broader array of key business metrics tied to the critical objectives of the Company. At the corporate level, including with respect to the President and Chief Executive Officer, Chief Financial Officer and Vice President, General Counsel and Secretary, the key metrics assessed and their relative weighted payment under the TriMas Incentive Compensation Plan areshares awarded is based on the following Company-wide indicators:

    •
    Sales and Operating Profit—40%  Like Incentive EBITDA, sales and operating profit reflects20% award value divided by the Company's operatingshare price on the closing date of the stock grant. This program feature permits the ICP to reward shorter-term performance and is considered a key measure of the Company's business performance. This will be measuredencourages longer-term employee retention.
Performance measures. The ICP measures Company-wide performance indicators to determine bonuses earned by computing operating profit (excluding certain cashparticipants with Company-wide responsibilities. Messrs. Wathen, Zeffiro, Sherbin and non-cash recurring charges) as a percentage of net sales.Zalupski can earn bonuses

25


•
Liquidity / Leverage Margin—15%  In view of the Company's leverage, achieving identified leverage objectives focuses senior management on improving the Company's liquidity. The Company will measure its liquidity and leverage over each quarter,
based on its actual bank leverage ratio as compared to covenant requirements, and determine payout based on the average achievement over the year against these requirements,achieving Company-wide performance goals. As participants with payout increasing proportionately to the size of the cushion between actual results and bank requirements.

        At the business unit level including with respect to the President, Packaging Systems (previously titled Group President), the keyresponsibility are assessed on metrics to be assessed under the 2009 TriMas Incentive Compensation Plan, and their relative weights, are based on the following indicators at the business unit level:

        Each of these metrics will be assessed with regard to the business unit leader's own business unit. Measuring business unit leadershipthat evaluate solely on the performance of the business unit, Mr. Brooks' ICP is based on the results achieved by Packaging Systems.

Each year, the Committee approves the specific performance metrics for that year'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 plan will pay out at 100% of 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 maximum, the actual payout is determined based on the achievement of milestones within the matrix, with the distance between the milestones pre-determined depending on the respective metric.
Company-wide Performance Measures. The following Company-wide performance metrics were selected for the 2011 ICP for employees with Company-wide responsibility:
Sales/Profitability-40%. This metric provides for rewards based on our performance in two areas: (1) the Company's consolidated recurring operating profit as a percent of net sales (operating margin), and (2) the level of net sales volume achieved. Recurring operating profit means earnings before interest, taxes and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, net sales means 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%. Earnings Per Share (“EPS”) is the diluted earnings per share, from continuing operations, as reported in the Company's publicly filed reports, adjusted to exclude the after-tax impact of non-recurring charges (cash and non-cash) associated with items such as business restructuring, cost savings projects and asset impairments. EPS is widely viewed by our shareholders as a key measure of overall profitability.
Cash Flow-30%. Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash interest and cash taxes. Managing our cash generation capabilities and use of cash is an important measure of our ongoing liquidity and stability.
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 to that leadership group—over the current fiscal year.


For 2011, the specific Company-wide performance goals 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%

26


Packaging Systems performance measures. For 2011, the ICP bonus for the President - Packaging Systems 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 factoringon overall Company-wide performance.
Sales/Profitability-40%. This measure provides for rewards based on Packaging Systems' performance in two areas: (1) recurring operating profit as a componentpercent of net sales (operating margin) and (2) the level of net sales volume achieved. Recurring operating profit means earnings before interest, taxes, bonus expense and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.
Cash Flow-20%. Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for overall Company performance—focusesother income/ expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash, interest and cash taxes.
Productivity-20%. This measure is based on the achieved gross total cost savings realized from approved business unit leadership on optimizing performanceinitiatives. Types of productivity projects include value added/value engineered, facility rationalization, vendor cost downs, outsourcing/insourcing, and moves to low cost countries. Productivity does not include volume-related improvements (e.g., the natural leverage of fixed costs attributable to higher levels of production).
% New Products/Product Growth-20%. The % New Products/Product Growth metric measures the percent of Packaging Systems sales that come from new products or markets. This measure is calculated by dividing the net sales for specifically identified new products or new markets by total net sales for the business. Each of the new products or new market projects is agreed upon as part of the annual business unit.

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 with the Annual Value Creation Plan, each participantcompared 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 additional focus on the value attributable to cash flow, productivity and growth in the new markets and products.

For 2011, the specific performance goals for Packaging Systems 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%


(1)
The Committee set the target for this metric at a level that requires Packaging Systems to successfully expand its product portfolio and geographic market base to contribute both to 2011 sales and profitability and provide a foundation for 2012 activity. Achievement at each milestone requires innovation and commercialization.


27


Award Determination and Payouts. In February of each year, the Committee determines the degree to which ICP goals for the prior year were achieved. For 2011, the 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 listed 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 is assigned a target award; however, under- Program Highlights.

For fiscal year 2012, the Incentive Compensation PlanCommittee approved the target award is expressed as a specified dollar figure. With respectfollowing changes to the NEOs,ICP for the assignedCompany-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 with 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 ICP for 2012 remain unchanged. The NEO target awards for 20092012, as a percent of base salary, are as follows:

    •

28


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%

The Committee concluded that the President and Chief Executive Officer—$675,000

•
Chief Financial Officer—$252,000

•
President, Packaging Systems—$ 271,000

•
Vice President, General Counsel and Secretary—$ 175,000

        Based on the degreeCEO's short term incentive target award percentage is appropriately aligned with market. The CFO's target award percentage was increased from 72.5% to which actual performance results exceed the target goals, TriMas Incentive Compensation Plan payouts can increase above target levels to a maximum75% of 200% of the target award. However, no payment will be madebase salary for anybetter market alignment. Target award component when actual performance for that component falls below an identified percentagepercentages for the relevant objective (50% or 60% of the targetremaining NEO's also remain unchanged as they are viewed as appropriately aligned with market award depending on the objective). This performance leverage further supports the Committee's belief that a significant percentage of executive compensation should vary commensurate with the performance results achieved.

levels.

Long-Term Incentive Program

Grants of Stock Options and Restricted StockOverview.

The Company has twomaintains three equity incentive plans, referred to as the 2002 Long Term Equity Incentive Plan, and the 2006 Long Term Equity Incentive Plan (together,and the "Equity Plans"2011 Omnibus Incentive Compensation Plan (collectively, the “Equity Plans”). Each providesThe 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. Equity compensation issued prior

Purpose. Our long-term equity program has been 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 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, the Committee awarded restricted stock units 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 initial public offering was granted under the 2002 Long Term Equity Incentive Plan. In 2007 and 2008,common stock. The description of each component is listed below:
•Upon the Company awarded equity compensation under the 2006 Long Term Equity Incentive Plan.

        In 2008, the Committee, together with Hewitt, evaluated the type and scopeachieving at least $2.00 of equity compensation to provide the named executive officers. Based on its assessment of the market, and its compensation philosophy, the Committee determined that a combination of restricted shares and performance units would best meet its objectives of retaining executives, aligning the compensation program with shareholders' interests, and tying rewards to performance. Although the Committee considered the equity compensation awarded within the Current Peer Groups, the Company awarded 2008 grants at the lower end of market practice, with a view to increasing the emphasis on equity compensation over time.

        The 2008 grants of restricted stock and performance units to the named executive officers were made under the 2006 Long Term Equity Incentive Plan. All of the awards have restrictions that lapse as to one-third of the number of shares on each anniversary date of the grant (April 2, 2008). Further, the performance units would vest on this schedule only if the Company first met or exceeded the 2008 Incentive EBITDA threshold of $163.4 million (the identical threshold used to measure performance under the 2008 Annual Value Creation Plan). However, because the 2008 Incentive EBITDA target was not achieved, the performance units did not vest and were forfeited effective as of December 31, 2008.

        For detailscumulative 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:

29


 $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 stock and service-based restricted stock units (rather than being focused on stock options). These changes more closely align TriMas' program with market trends and provide a more 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.

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, equity awards are granted to the Company's NEOs during fiscal year 2008, see "Executive Compensation—Grants of Plan-Based Awards."

2009 Equity Grants underand certain other eligible participants in order to promote the 2006 Long Term Equity Incentive Plan

        On March 6, 2009, the Committee approved 2009 equity incentive grants for Company executives, including the NEOs, effective as of March 9, 2009. With the objective of placing greater emphasis on equity compensation tied solely to achievement of shareholder value, encouraging stock ownership, and offeringthe Company's strategic goals. The 2012 LTI award sizes as a long term performance incentive geared towards retaining key employees, including the NEOs, the Committee issued stock option grants. The Committee also issued options insteadpercentage of restricted stock due to share constraints under the 2006 Long Term Equity Incentive Plan pursuant to which each share of restricted stock counts as two shares and each stock option counts as one share for purposes of share allocation. The options were granted on the basis that the participant has the opportunity to receive an equity award every three years, the amount of which grant the Committee determines based on the individual's level of responsibility and role with the Company. In the intervening years between the once every three year grant, a participant, including an NEO, would be eligible for an equity award in the case of extraordinary performance as determined by the Committee or, otherwise subject to the Committee's discretion.

        The 2009 stock options awarded vest as to one-third of the number of options on each of the first of three anniversaries of the date of the grant (March 9, 2009). The options were awarded with an exercise price per share equal to the fair market value of the shares as of the close price on the date of grant ($1.01). The options have a 10 year term, subject to earlier termination if the participant dies, becomes disabled or terminates employment.


        The 2009 equity incentive grants to the NEOsNEO's base salary are as follows:


Number of Stock
Options

Lynn A. Brooks

NEO		 72,5002012 LTI award as a % of 2011 Base Salary

Edward L. Schwartz(2)

President and CEO		 2000
%

Joshua A. Sherbin

CFO		 14087,500
%

David M. Wathen(1)

General Counsel		 1150
%

A. Mark Zeffiro

President - Packaging Systems		 5090,000
%

NEO Group(3)

Vice President - Finance		 50250,000

Independent Director Group(4)

96,000

Non-executive Officer Employee Group(5)(6)

577,000%

either EPS growth or EPS CAGR, no award is earned.

Benefits and Retirement Programs

        The named executive officers

Consistent with our overall philosophy, the NEOs are eligible to participate in benefit plans that are available to substantially all the Company's employees, includingU.S. employees. These programs include participation in the Company'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.

The Company makes matching contributions for active participants in the 401(k) savings component in which each of the named executive officers participates, equal to 25% of theirthe participants' permitted contributions, up to a maximum of 5% of the participant's eligible compensation. In addition, for most employees (including the named executive officers) the Company may contribute up to an additional 25% of matching contributions based on the Company's annual financial performance.

Under the terms of the Company's quarterly contribution component of its retirement program, the Company contributes to the employee's plan account an amount determined as a percentage of the employee's pay.base pay upon an employee's eligibility following one year of employment. The percentage is based on the employee's age and for salaried employees ranges from 1.0% for employees under the age of 30 to 4.5% for employees age 50 orand over. For 2008,2011, Mr. AutryWathen received 4.5%, Mr. Zeffiro received 4.0%, Mr. Sherbin received 4.0%, Mr. Zalupski received 4.5% (for the partial year of service prior to his resignation) and the other named executive officers received 4.0%, except Mr. Brooks who received 6.0%7.0% due to a supplemental legacy benefit.

Executive Retirement Program

The Company's executive retirement program provides senior managers including the NEOs, a Supplemental Executive Retirement Plan and a Compensation Limit Restoration Plan. These plans



providewith retirement benefits in addition to those provided under the Company's qualified retirement plans and are offered by theplans. The Company offers these programs to enhance the competitiveness of total executive pay.

Under the Supplemental Executive Retirement Plan (“SERP”), the Company makes a contribution to each participant's account at the end of each quarter with the amount determined as a fixed percentage of the employee's eligible compensation. The percentage is based on the employee's age on the date of original participation in the plan (6.0% for Messrs. Brooks Wathen and Autry, andWathen, 4.0% for the other NEOs)Messrs. Sherbin, Zeffiro and Zalupski). Contributions vest 100% after five years of eligible employment. Immediate vesting in the Company's contributions occurs upon attainment of retirement age or death.


32


The Compensation Limit Restoration Plan (“CLRP”) provides benefits to senior managers in the form of Company contributions which would have been payable under the quarterly contribution component of the Company's tax-qualified retirement plan, but for tax limits on the reductionamount of pay that can be considered in recognizable compensation to $230,000 (as of December 31, 2008, as adjusted by the Internal Revenue Service from time to time) as required by the Code.a qualified plan. There are no employee contributions permitted under this plan. Company contributions under the Compensation Limit Restoration Plan areCLRP vary as a percent of eligible compensation based on a percentage of an employee's eligible compensation as determined by the employee's age. Contributions vest
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 employee eligible to receive SERP contributions may elect to defer up to 25% of base pay and up to 100% after five years of eligible employment. Immediate vesting inbonus. This plan design component is intended to encourage the Company's contributions occurs upon attainmentcontinued employment and diligent service of retirement age or death.

plan participants.

TriMas Corporation Benefit Restoration Pension Plan

        Mr. Beard and

Mr. Brooks participateparticipates in the TriMas Corporation Benefit Restoration Plan ("(“Benefit Restoration Plan"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's predecessor) because of the Code limitationstax limits on compensation that may be considered in a qualified 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, each of Mr. Beard and Mr. Brooks is eligible to receive a retirement benefit in addition to those provided under the Company's other plans. In connection with Mr. Beard's separation on January 13, 2009, Mr. Beard received a benefit in the amount of $16,878 for the profit sharing component of the Benefit Restoration Plan (as reflected in the "Executive Retirement Program" table below) and is entitled to receive an annuity for the pension component on or after age 55, the age 65 present value of which is also reflected in the "Executive Retirement Program" table below. 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“Executive Retirement Program" table below.

Program” table.

Perquisites

The Company providesmaintains a Flexible Cash Allowance Policy. Under this program certain executives receive a quarterly cash allowance in lieu of other Company provided perquisites. Eligibility and amount of the cash allowance are periodically reviewed by the Committee.
For the fiscal year 2011, the NEOs with the following perquisites: supplemental universal life insurance, auto allowance, private club membership, executive health screening, tax reimbursements and, in the case of Mr. Beard for 2006, personal use of the Company's owned and leased aircraft. For 2006, Mr. Beard was taxed on the value of this usage accordingreceived no adjustment to the Code. In 20072010 allowance amount and 2008, Mr. Beard directly reimbursedcontinue to receive $55,000 each. The same cash allowance levels will remain in place in 2012 for participating executives, including the NEOs. The Company for the actual cost of his personal use of the Company's owned and leased aircraft (inclusive of operational expenses, crew costs, fuel surcharges, catering, landing fees and federal excise taxes). In 2008, Mr. Zeffiro received $ 120,000 in relocation expenses incurred in connection with joining the Company, comprised primarily of moving expenses, travel reimbursement, and temporary lodging costs, and received a tax gross-up in connection with such benefit.

continues to make executive physical examinations available to its officers.

Change in Control and Severance Based Compensation

The Company's executive officers, including the NEOs are covered by the Company's Executive Severance/Change in Control Policy. The Policy requires the Company to make severance payments to ana covered executive if his or her employment is terminated under certain circumstances, as described below under "Post Employment"“Post-Employment Compensation.

”

Although a significant part of compensation for the Company's executives is performance-based and largely contingent upon achievement of aggressive financial goals, the Executive Severance/Change in Control Policy provides important protection to certain of the Company's executive officers. 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.

Accounting and Tax Effects

The impact of accounting treatment is considered in developing and implementing the Company's compensation programs generally, including the accounting treatment as it applies to amounts awarded or paid to the Company's executives.

The impact of federal tax laws on the Company's compensation programs is also considered, including the deductibility of compensation paid to the NEOs, as regulated by Section 162(m) of the Code. Most of the Company's compensation programs are designed to qualify for deductibility under Section 162(m), but to preserve flexibility in administering compensation programs, not all amounts paid under all of the Company's compensation programs qualify for deductibility.

Likewise, the impact of Section 409A of the Code is taken into account, and the Company'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.

        During 2008,

Stock Ownership Guidelines for Executives

To further align the interests of executives with those of shareholders, the Committee assessed the adoption ofadopted 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 CEO5x
CFO; General Counsel3x
Other executives, as determined by the Committee (including the President - Packaging Systems and Vice President - Finance)2x
As executives have five years to meet these ownership guidelines from the time of adoption by the Committee, the Committee will not evaluate compliance until 2014. 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, using the executive's base salary and independent directorsthe value of the executive'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 money stock options.
Prior to attaining sufficient shares to satisfy the guidelines, executives must retain shares having a value equal to at least 50% of the after-tax gain recognized with respect to the 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.
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.
Recoupment Policy
In 2009, the Committee implemented a recoupment policy subjecting incentive compensation and grants under the Company's equity 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'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'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 recoupment (also known as a clawback) policyone-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 decided$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 defer considerationthe expiration of these topics until 2009.

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 2012 Proxy Statement and in the Annual Report on Form 10-K of TriMas Corporation filed for the fiscal year ended December 31, 2011.


Compensation Committee of the Board of Directors
Eugene A. Miller, Chairman
Richard M. Gabrys
Marshall A. Cohen
Samuel Valenti III



35


Summary Compensation Table
        The following table summarizes the annual and long-termtotal compensation paid to or earned by the Company's PresidentNEOs in 2011, 2010 and Chief Executive Officer, Chief Financial Officer, three other most highly compensated executive officers who were serving at the end of 2008, former Chief Financial Officer who resigned from the Company effective April 11, 2008, and a former executive who resigned from the Company2009.
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

















effective June 19, 2008, and is included due to severance compensation received in 2008, whom are referred to collectively in this report as the "named executive officers" or "NEOs":

Name and Principal Position
 Year Salary
($)		 Stock
Awards
($)(1)		 Option
Awards
($)		 Non-Equity
Incentive Plan
Compensation
($)(2)		 Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)(3)		 All Other
Compensation
($)		 Total
($)		 

Grant H. Beard(4),

  2008  875,000  94,200  —  —  3,500  219,100  1,191,800 
 

President (principal executive

  2007  875,000  306,500  —  900,000  100  222,400  2,304,000 
 

officer)

  2006  875,000  —  —  800,000  (200) 343,500  2,018,300 

A. Mark Zeffiro,

  
2008		  
200,800		  
95,900		  
—		  
150,000		  
—		  
406,000		  
852,700		 
 

Chief Financial Officer

                         
 

(principal financial officer)

                         

Lynn A. Brooks,

  
2008		  
380,500		  
33,700		  
—		  
190,000		  
16,300		  
150,200		  
770,700		 
 

President, Packaging Systems

  2007  370,200  104,200  —  225,000  6,000  125,300  830,700 
 

Group

  2006  350,000  —  —  240,000  6,700  76,800  673,500 

Joshua A. Sherbin,

  
2008		  
342,200		  
30,600		  
—		  
105,000		  
—		  
94,200		  
572,000		 
 

Vice President, General Counsel

  2007  329,200  85,800  —  215,000  —  63,200  693,200 
 

and Secretary

  2006  305,000  —  —  120,000  —  55,200  480,200 

Edward L. Schwartz(5),

  
2008		  
386,900		  
42,800		  
—		  
70,000		  
—		  
98,000		  
597,700		 
 

Executive Vice President

  2007  370,200  110,300  —  325,000  —  83,200  888,700 
 

  2006  350,000  —  —  245,000  —  56,400  651,400 

Jeffrey B. Paulsen(6),

  
2008		  
175,000		  
33,700		     
—		  
—		  
714,500		  
923,200		 
 

President Energy Products and

  2007  341,900  104,200  —  250,000  —  97,900  794,000 
 

Industrial Specialties Groups

  2006  —  —  —  —  —  —  — 

E.R. Autry, Jr.(7),

  
2008		  
110,800		  
—		  
—		  
—		  
—		  
515,100		  
625,900		 
 

Chief Financial Officer

  2007  354,200  134,900  —  200,000  —  143,300  832,400 
 

  2006  330,000  —  —  250,000  —  86,100  666,100 
(1)
All awards in this column relate to restricted stock granted under the 2006 Long Term Equity Incentive Plan and are calculated in accordance with SFAS 123R. The award earned reflects the grants of restricted stock, as approved by the Compensation Committee on September 1, 2007, April 2, 2008 and June 2, 2008. The award does not include any performance units as the Company did not meet the requisite financial thresholds in order for the performance units issued in connection with each grant to vest. See "Grants of Plan-Based Awards."

(2)
Annual Value Creation Plan payments are made in the year subsequent to which they were earned. Amounts earned under the 2008 Annual Value Creation Plan were approved by the Compensation Committee on February 25, 2009 and were paid out shortly thereafter.

(3)
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.

(4)
Resigned January 13, 2009.

(5)
Resigned March 4, 2009.

(6)
Resigned June 19, 2008.

(7)
Resigned April 11, 2008.
(1)
During 2011 and 2010, there were 26 bi-weekly pay periods for Company employees paid on a bi-weekly basis, including the NEOs. There were 27 bi-weekly pay periods for such employees in 2009.

(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 and are calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” The award earned reflects the grants of restricted stock awards or units, as approved by the Compensation Committee, 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, this amount also includes the full value of the 20% of ICP amounts earned and required to be paid in restricted stock, with the number of shares determined based on the Company's closing stock price as of March 1 of the following year. See the “Grants of Plan-Based Awards” table.
(3)
In connection with his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earn restricted stock units in the event that the Company's closing stock price for any successive 75 trading day period within 36 months of his start date, exceeds five thresholds: $5.00; $10.00; $15.00; $20.00; and $25.00. For each threshold met, Mr. Wathen would earn 25,000 restricted stock units, up to a maximum of 125,000 units should all five thresholds be met within the 36 month period. If earned, the restricted stock units would vest ratably over a three year period from the date of the grant. Mr. Wathen earned 50,000 restricted stock units during 2010, 25,000 on each of March 24, 2010 and October 21, 2010, respectively, as the Company's closing stock price met the requirements for the $5.00 and $10.00 thresholds as of those dates. Mr. Wathen earned 25,000 additional restricted stock units on January 21, 2011, as the Company's closing stock price met the requirements for the $15.00 threshold as of that date. Due to the expiration of the program, Mr. Wathen is not eligible to earn any additional units under this program.
(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)
ICP payments are made in the year subsequent to which they were earned. Amounts earned under the 2011 ICP were approved by the Compensation Committee on February 16, 2012. For 2011 and 2010, amount includes the cash-paid portion of the award. For 2009, amount includes both the cash-paid portion of the award and the amount the NEO elected to receive in restricted stock.
(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)
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)
See the following table for information regarding each of the NEO's other compensation detail.


 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

Name
 Year Auto
Allowance
($)		 Club
Membership
($)		 Life and
Disability
Insurance
Premiums
($)		 Non-Business
Owned and
Leased Aircraft
Useage
($)(1)		 Tax
Reimbursements
($)		 Signing
Bonus
($)		 Post-Termination
Payments
($)		 Relocation
Benefit
($)		 Company
Contributions in
Retirement and
401(k) Plans
($)(2)		 Total
($)		 

Grant H. Beard

  2008  15,000  26,500  23,800  —  78,200  —  —  —  75,600  219,100 

  2007  25,100  42,500  23,700  —  55,500  —  —  —  75,600  222,400 

  2006  24,800  54,700  23,600  122,200  45,300  —  —  —  72,900  343,500 

A. Mark Zeffiro

  
2008		  
8,800		  
47,500		  
4,000		     
119,300		  
100,000		  
—		  
120,000		  
6,400		  
406,000		 

Lynn A. Brooks

  
2008		  
16,250		  
—		  
36,000		  
—		  
43,350		  
—		  
—		  
—		  
54,600		  
150,200		 

  2007  27,500  —  26,700  —  19,900  —  —  —  51,200  125,300 

  2006  27,500  —  —  —  400  —  —  —  48,900  76,800 

Joshua A. Sherbin

  
2008		  
12,500		  
15,000		  
8,500		  
—		  
29,800		  
—		  
—		  
—		  
28,400		  
94,200		 

  2007  5,900  10,200  6,400  —  11,400  —  —  —  29,300  63,200 

  2006  3,900  19,900  —  —  9,700  —  —  —  21,700  55,200 

Edward L. Schwartz

  
2008		  
15,000		  
6,700		  
9,500		  
1,700		  
28,900		  
—		  
—		  
—		  
36,200		  
98,000		 

  2007  25,700  6,700  7,200  —  8,800  —  —  —  34,800  83,200 

  2006  24,100  —  —  —  3,300  —  —  —  29,000  56,400 

Jeffrey B. Paulsen

  
2008		  
7,500		  
36,100		  
5,200		  
—		  
39,700		  
—		  
604,700		  
—		  
21,300		  
714,500		 

  2007  25,600  27,600  7,100  —  24,400  —  —  —  13,200  97,900 

  2006  —  —  —  —  —  —  —  —  —  — 

E.R. Autry, Jr. 

  
2008		  
5,000		  
6,500		  
8,300		  
—		  
19,200		  
—		  
450,400		  
—		  
25,700		  
515,100		 

  2007  25,300  18,600  26,100  —  31,300  —  —  —  42,000  143,300 

  2006  25,000  14,700  —  —  6,700  —  —  —  39,700  86,100 

(1)
In connection with Mr. Wathen joining the Company in 2009, his responsibilities required the cancellation of non-refundable personal travel for which 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; for Mr. Brooks, amounts comprised of $39,200 in 2011, $38,100 in 2010 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.”


37
(1)
For Mr. Beard, derived from invoices received from the third party provider of the aircraft for his non-business air travel. For Mr. Schwartz, reflects the actual value attributable to the use of the Company's aircraft, inclusive of fuel, pilot time and all fees and expenses incurred.

(2)
For Mr. Beard, amounts comprised of $60,800 in 2008, $61,000 in 2007 and $59,200 in 2006 under the TriMas Executive Retirement Program and $14,800 in 2008, $14,600 in 2007 and $13,700 in 2006 under the TriMas Corporation Salaried Retirement Program; for Mr. Zeffiro $4,700 in 2008 under the TriMas Executive Retirement Program and $1,700 under the TriMas Corporation Salaried Retirement Program; for Mr. Brooks, amounts comprised of $32,100 in 2008, $30,200 in 2007 and $28,800 in 2006 under the TriMas Executive Retirement Program and $22,500 in 2008, $21,000 in 2007 and $20,100 in 2006 under the TriMas Corporation Salaried Retirement Program; for Mr. Sherbin, amounts comprised of $14,400 in 2008, $15,000 in 2007 and $13,800 in 2006 under the TriMas Executive Retirement Program and $14,000 in 2008, $14,300 in 2007 and $7,900 in 2006 under the TriMas Corporation Salaried Retirement Program; for Mr. Schwartz, amounts comprised of $21,300 in 2008, $20,200 in 2007 and $17,400 in 2006 under the TriMas Executive Retirement Program and $14,900 in 2008, $14,600 in 2007 and $11,600 in 2006 under the TriMas Corporation Salaried Retirement Program; for Mr. Paulsen amounts comprised of $10,200 in 2008, $10,400 in 2007 and $0 in 2006 under the TriMas Executive Retirement Program and $11,100 in 2008, $2,800 in 2007 and $0 in 2006 under the TriMas Corporation Salaried Retirement Program; and for Mr. Autry, amounts comprised of $16,000 in 2008, $26,300 in 2007 and $24,800 in 2006 under the TriMas Executive Retirement Program and $9,700 in 2008, $15,700 in 2007 and $14,900 in 2006 under the TriMas Corporation Salaried Retirement Program;. See "—Compensation Components—Benefit and Retirement Programs."

Grants of Plan-Based Awards

        Annual Value Creation Plan payments are calculated as a percentage of in 2011

The following table provides information about the participant's base salary. Ifawards granted to the prescribed performance targets are fully satisfied for the NEO participants, the percentage of base salary to be awarded under the Annual Value Creation Plan is as follows: President and Chief Executive Officer—100%; and Chief Financial Officer, Executive Vice President, and Group Presidents—70%; and Vice President, General Counsel and Secretary—50%. If the actual performance relevant to an executive participant's performance exceeds the prescribed performance targets, the executive participant's Annual Value Creation Plan earn-out can exceed the stated salary percentages. However, no payment will be made for any award component when actual performance for that component falls below 90% of the relevant objective and no Annual Value Creation Plan awards are paid if the Company's Annual Value Creation Plan Adjusted EBITDA falls below 50% of the objectiveNEOs in a given year. The table below sets forth the estimated future Annual Value Creation Plan payments for each of the Company's named executive officers based on their 2008 salaries.2011.
     
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
($)
NameGrant Type Grant Date 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Closing Price on Grant Date
($/share)
 
David M. Wathen
ICP (1)



118,200

788,000

1,694,200










Restricted Stock Unit (2)

1/21/2011









25,000

19.22

480,500

Restricted Stock Unit (3)

2/24/2011









21,000

21.17

444,600

Restricted Stock Unit (3)

2/24/2011









10,500

21.17

167,200

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










Restricted Stock Unit (3)

2/24/2011









10,500

21.17

222,300

Restricted Stock Unit (3)

2/24/2011









5,250

21.17

83,600

Restricted Stock Unit (3)

2/24/2011









5,250

21.17

75,500

Restricted Stock (4)

3/1/2011









5,993

19.86

119,000
                
Lynn A. Brooks
ICP (1)
   34,400
 287,000
 574,000
      
 
Restricted Stock (4)
 3/1/2011       4,963
 19.86
 98,600
                
Joshua A. Sherbin
ICP (1)
   28,650
 191,000
 410,650
      
 
Restricted Stock Unit (3)
 2/24/2011       5,840
 21.17
 123,600
 
Restricted Stock Unit (3)
 2/24/2011       2,920
 21.17
 46,500
 
Restricted Stock Unit (3)
 2/24/2011       2,920
 21.17
 42,000
 
Restricted Stock (4)
 3/1/2011       3,913
 19.86
 77,700
                
Robert J. Zalupski
ICP (1)
   20,550
 137,000
 294,550
      
 
Restricted Stock Unit (3)
 2/24/2011       3,500
 21.17
 74,100
 
Restricted Stock Unit (3)
 2/24/2011       1,750
 21.17
 27,900
 
Restricted Stock Unit (3)
 2/24/2011       1,750
 21.17
 25,200
 
Restricted Stock (4)
 3/1/2011       2,813
 19.86
 55,900


        For 2008, the Company achieved Incentive EBITDA of $144 million, or 88% of the corporate performance objective. Due to the separation of certain of the NEOs during 2008 and the payment of benefits to them consistent with the terms of the Company's Executive Severance / Change of Control Policy (as more fully detailed below under "Post Employment" Compensation), the achievement of Incentive EBITDA at the business group level is only relevant with respect to the Packaging Systems group, of which Mr. Brooks is the President. The Packaging Systems group achieved 95% of its group performance objectives ($49.5 million target and $47.2 million actual). Based on these performance levels, the minimum Incentive EBITDA threshold of 90% was not satisfied with respect to the Corporate Incentive EBITDA, and the Packaging Systems group Incentive EBITDA satisfied the threshold for payment at 50% of the group component. The Committee did not award Mr. Beard the personal performance component of his 2008 Annual Value Creation Plan payout. Mr. Zeffiro received the guaranteed minimum Annual Value Creation Plan payment he was entitled to under the Letter Agreement dated April 28, 2008 with respect to his first year of employment. For 2008, the Committee awarded Messrs. Brooks, Schwartz and Sherbin, 100%, 100% and 150%, respectively, of the personal objective component of the Annual Value Creation Plan. In accordance with the terms of the Annual Value Creation Plan, achievement of the personal objective component at these thresholds resulted in payout of 100% of the target for each of Messrs. Brooks and Schwartz and 240% of the target for Mr. Sherbin.

 
  
  
 Estimated Possible 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
($)		 
Name
 Grant Type Grant Date Threshold
($)		 Target
($)		 Maximum
($)		 Closing Price
on Grant Date
($/share)		 

Grant H. Beard

 Annual Valuation Creation Plan(1)     218,750  875,000  2,100,000          

 Time Vested Restricted Stock(2)  4/2/2008           15,400  6.12  94,200 

 Performance Unit(2)  4/2/2008           42,000  6.12  257,000 

A. Mark Zeffiro

 

Annual Valuation Creation Plan(1)

     
63,000		  
252,000		  
604,800		          

 Time Vested Restricted Stock(2)  6/2/2008           12,000  7.99  95,900 

 Performance Unit(2)  6/2/2008           21,000  7.99  167,800 

Lynn A. Brooks

 

Annual Valuation Creation Plan(1)

     
67,550		  
270,200		  
648,480		          

 Time Vested Restricted Stock(2)  4/2/2008           5,500  6.12  33,700 

 Performance Unit(2)  4/2/2008           15,000  6.12  91,800 

Joshua A. Sherbin

 

Annual Valuation Creation Plan(1)

     
43,750		  
175,000		  
420,000		          

 Time Vested Restricted Stock(2)  4/2/2008           5,000  6.12  30,600 

 Performance Unit(2)  4/2/2008           12,000  6.12  73,400 

Edward L. Schwartz

 

Annual Valuation Creation Plan(1)

     
70,000		  
280,000		  
672,000		          

 Time Vested Restricted Stock(2)  4/2/2008           7,000  6.12  42,800 

 Performance Unit(2)  4/2/2008           16,000  6.12  97,900 

 Performance Unit(2)  7/2/2008           10,000  6.01  60,100 

Jeffrey B. Paulsen

 

Annual Valuation Creation Plan(1)

     
43,750		  
175,000		  
420,000		          

 Time Vested Restricted Stock(2)  4/2/2008           5,500  6.12  33,700 

 Performance Unit(2)  4/2/2008           15,000  6.12  91,800 

E.R. Autry, Jr. 

 

Annual Valuation Creation Plan(1)

     
63,000		  
252,000		  
604,800		          
(1)
The amounts above in the Estimated Possible Payouts under Non-Equity Incentive Plan Awards are based on awards pursuant to the Annual Value Creation Plan and the current base salary of each NEO as of December 31, 2008. The threshold payout is based on 25% of the target award (on the basis of awarding only the personal objectives component), the target award is 100% of base salary for Mr. Beard, 70% of base salary for Messrs. Autry, Brooks, Paulsen, Schwartz, Zeffiro, and 50% of base salary for Mr. Sherbin. The maximum estimated possible payout for each participant is equal to 240% of target. Messrs. Autry, Beard, Paulsen and Schwartz resigned April 11, 2008, January 13, 2009, June 19, 2008 and March 4, 2009, respectively.

(2)
The 2008 grants of restricted stock and performance units to the named executive officers were made under the 2006 Long Term Equity Incentive Plan. All of the awards have restrictions that lapse as to one-third of the number of shares on each anniversary date of the grant (April 2, 2008). Further, the performance units would vest on this schedule only if the Company first met or exceeded the 2008 Incentive EBITDA threshold of $163.4 million (as with the Annual Value Creation Plan, the Committee determined that assessing EBITDA subject to adjustments was the appropriate method by which to measure results). Since the 2008 Incentive EBITDA target was not achieved, the performance units did not vest and were forfeited.
(1)
The amounts above in the Estimated Future Payouts under Non-Equity Incentive Plan Awards are based on awards pursuant to the ICP for each NEO as of December 31, 2010. While each NEO is required to receive 20% of their award in restricted stock, which vests on the first anniversary of the payment of the cash portion, the above figures include 100% of the threshold, target and maximum awards pursuant to the plan. Upon approval of the total ICP award by the Compensation Committee, 80% of the award value would be paid in cash while 20% would be awarded in restricted stock based on the Company's then current stock price. The threshold payout is based on the smallest percentage payout of the smallest metric in the NEO's composite target bonus and the target award is a specified dollar figure for each NEO. The maximum estimated possible payout for each participant is equal to maximum attainment for each metric.

(2)
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 annually on a ratable basis over a three year period from the date of the grant. Mr. Wathen earned 50,000 restricted stock units during 2010, 25,000 on each of March 24, 2010 and October 21, 2010, respectively, as the Company's closing stock price met the requirements for the $5.00 and $10.00 thresholds as of those dates. Due to the expiration of the program, Mr. Wathen is not eligible to earn any additional units under this program.
(3)
On February 24, 2011, Messrs. Wathen, Zeffiro, Sherbin and Zalupski were granted three types of restricted stock units under the Company's 2006 Long Term Equity Incentive Plan: one based on a $2.00 EPS target, one based on a $30 Company stock price target and one based on a $35 Company stock price target. Each of these NEO's received 50% of the restricted stock units for the $2.00 EPS target, and 25% each on the $30 and $35 Company stock price target. Upon achieving at least $2.00 of cumulative earnings per share for any consecutive four financial quarters beginning April 1, 2011 through September 30, 2013, 50% of the restricted stock units will vest on the business day immediately following the release of earnings for the quarter in which the EPS performance measure is met and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Upon the Company's stock price closing at or above $30 and $35 per share for 30 consecutive trading days with the last such trading day occurring on or prior to September 30, 2013, 50% of the restricted stock units will vest immediately on the close of the business day on which such trading threshold is satisfied and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Vesting for each of the three restricted stock unit awards is dependent on continued employment with the Company as of each vesting date.
(4)
On March 1, 2011, each NEO received a restricted stock award related to the 20% of their 2010 ICP 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 named executive officersNEOs as of December 31, 2008:2011:
 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        

 
 Option Awards Share Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options
Exercisable		 Number of
Securities
Underlying
Unexercised
Options
Unexercisable		 Equity
Incentive Plan
Award:
Number of
Securities
Underlying
Unexercised
Unearned
Options(1)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(2)		 Market Value
of Shares or
Units of Stock
that have not
Vested $(3)		 

Grant H. Beard(4)

  495,425  —  111,100  20.00  6/5/2012  32,067  44,252 

A. Mark Zeffiro

  
—		  
—		  
—		  
—		  
—		  
12,000		  
16,560		 

Lynn A. Brooks

  
157,516		  
—		  
35,552		  
20.00		  
6/5/2012		  
11,167		  
15,410		 

Joshua A. Sherbin

  
44,000		  
—		  
11,000		  
23.00		  
3/31/2015		  
9,667		  
13,340		 

Edward L. Schwartz(5)

  
88,880		  
—		  
22,220		  
20.00		  
2/28/2013		  
13,000		  
17,940		 

  20,000  —  5,000  23.00  2/28/2015       

Jeffrey B. Paulsen(6)

  
—		  
—		  
—		        
458		  
632		 

E.R. Autry, Jr. 

  
—		  
—		  
—		  
—		  
—		  
—		  
—		 

(1)
Stock options that have been granted under the 2002 Long Term Equity Incentive Plan
(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 grants awarded on September 1, 2007 and April 2008 under the 2006 Long Term Equity Incentive Plan. All restricted stock granted in 2007 and 2008 vests over the three-year period beginning on the date of the respective grant with one-third of the grant being vested on a pro-rata basis over each of the three years following the respective grant date. As the Company did not meet the financial threshold required for performance units awarded in either 2007 or 2008 to vest, they were canceled as of December 31, 2007 and December 31, 2008, respectively, and are not reflected in this column. The performance units are included in the "Grants of Plan Based Awards" table discussed above.

(3)
(2)
All awards in this column relate to restricted stock and performance unit grants awarded under the 2006 Long Term Equity Incentive Plan.
(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)
On February 24, 2011, Messrs. Wathen, Zeffiro, Sherbin and Zalupski were granted three types of restricted stock units under the Company's 2006 Long Term Equity Incentive Plan: one based on a $2.00 EPS target, one based on a $30 Company stock price target and one based on a $35 Company stock price target. Each of these NEO's received 50% of the restricted stock units for the $2.00 EPS target, and 25% each on the $30 and $35 Company stock price target. Upon achieving at least $2.00 of cumulative earnings per share for any consecutive four financial quarters beginning April 1, 2011 through September 30, 2013, 50% of the restricted stock units will vest on the business day immediately following the release of earnings for the quarter in which the EPS performance measure is met and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Upon the Company's stock price closing at or above $30 and $35 per share for 30 consecutive trading days with the last such trading day occurring on or prior to September 30, 2013, 50% of the restricted stock units will vest immediately on the close of the business day on which such trading threshold is satisfied and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Vesting for each of the three restricted stock unit awards is dependent on continued employment with the Company as of each vesting date. See the "Grants of Plan-Based Awards in 2011" table for details on the grants by target.



39


Restricted Share Vesting in 2011
     The following table provides information on stock options and restricted stock awards that vested in 2011 for our NEOs.
  Option Awards Stock Awards
Name 
Number of
Shares Acquired
on Exercise
(#)
 
Value Realized
on Exercise
($)(1)
 
Number of
Shares Acquired
on Vesting
(#)
 
Value Realized
on Vesting
($)(2)
David M. Wathen 133,333 2,608,100 43,286 802,600
A. Mark Zeffiro 60,000 1,163,300 9,960 191,000
Lynn A. Brooks 24,167 472,800 12,674 240,700
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).

Retirement Benefits

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

Name Plan Name 
Number of Years of
Credited
Service
 
Present Value of
Accumulated
Benefit(1)
Lynn A. Brooks TriMas Benefit Restoration Plan 32 $215,300


(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.


Executive Retirement Program
        The following table summarizes the activity in the nonqualified retirement plans for the Company's NEOs in 2011:

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
($)
David M. Wathen 2011 —
 61,800
 (1,200) —
 148,900
  2010 —
 49,800
 7,500
 —
 88,300
  2009 —
 28,500
 2,500
 —
 31,000
             
A. Mark Zeffiro 2011 —
 21,300
 (2,100) —
 63,200
  2010 —
 15,600
 5,100
 —
 44,000
  2009 —
 14,400
 4,300
 —
 23,300
             
Lynn A. Brooks 2011 41,900
 39,200
 (3,900) —
 379,500
  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)
Represents the Company'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.

(2)
In addition to earnings on the TriMas Executive Retirement Program, the amount for Mr. Brooks includes earnings attributable to his participation in the Benefit Restoration Plan. Any changes in the value of the accumulated benefits represent only changes in average performance of the Fidelity Freedom Funds.
   Contributions to the Executive Retirement Program are invested in accordance with each NEO's directive based on the stock price as of December 31, 2008 ($1.38) multipliedinvestment options in the Company's retirement program. Investment directives can be amended by the number of share awards.participant at any time.


(4)
In connection with his resignation on January 13, 2009, Mr. Beard forfeited all of his unexercised options as of January 13, 2009. This forfeiture represents an acceleration by 90 days versus the Company's Executive Severance / Change of Control Policy which provides that unexercised options lapse within 90 days of termination of employment. As of his resignation, Mr. Beard vested in 7,749 shares of his restricted common stock and is not eligible to vest in the balance of his restricted stock grants.

(5)
In connection with the terms of his resignation on March 4, 2009 and the Company's Executive Severance / Change of Control Policy, all of Mr. Schwartz's unexercised options that are exercisable will lapse within 90 days of such date if not exercised. As of his resignation, Mr. Schwartz vested in 4,083 shares of his restricted common stock and is not eligible to vest in the balance of his restricted stock grants.

(6)
In connection with the terms of his resignation on June 19, 2008, and the Company's Executive Severance / Change of Control Policy, Mr. Paulsen vested in 458 shares of his restricted common stock and is not eligible to vest in the balance of his restricted stock grants.

Post-Employment Compensation

        As of November 17, 2006, all of the Company's executive officers, or Executives, are currently employed at will and do not have employment agreements. Prior to November 17, 2006, the Company's Executives had employment agreements that were terminated in connection with the

The Company having



institutedmaintains an Executive Severance/Change of Control Policy, or the Policy. The Policy applies to certain of the Company's executives including the NEOs.executives. The Policy states that each Executiveexecutive shall devote his or her full business time to the performance of his or her duties and responsibilities for the Company. The Policy requires the Company to make severance payments to an Executiveexecutive if his or her employment is terminated under certain circumstances.

If the Company terminates the employment of the President and Chief Executive Officer for any reason other than for cause, disability, or death, or if the President and Chief Executive Officer terminates his or her employment for good reason, the Company will provide the President and Chief Executive Officer with two years' annual base salary, Annual Value Creation PlanICP bonus payments equal to one year's bonus at his or her target bonus level in effect on the date of termination (paid in equal installments over two years), any Annual Value Creation PlanICP bonus payment that has been declared for the President and Chief Executive Officer but not paid, his or her pro-rated Annual Value Creation PlanICP bonus for the year of termination through the date of termination based on his or her target bonus level, immediate vesting upon the termination date of any equity awards under the 2002 Long Term Equity Plan and a pro rata portion of equity awards under all subsequent 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'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 Executiveother covered executive (excluding the President and Chief Executive Officer) for any reason other than cause, disability, or death, or if the Executiveexecutive terminates his or her employment for good reason, the Company will provide the Executiveexecutive with one year's annual base salary, Annual Value Creation PlanICP bonus payments equal to one year's bonus at his or her target bonus level in effect on the date of termination (paid in equal installments over one year), any Annual Value Creation PlanICP bonus payment that has been declared for the Executiveexecutive but not paid, his or her pro-rated Annual Value Creation PlanICP bonus for the year of

41


termination through the date of termination based on his or her target bonus level, immediate vesting upon the termination date of any equity awards under the 2002 Long Term Equity Plan and a pro rata portion of equity awards under all subsequent 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.

In the case of an Executive'sany covered executive's voluntary termination or termination for cause, the Company pays the Executiveexecutive the accrued base salary through termination plus earned, but unused vacation compensation. All other benefits cease as of the termination date. If an Executive'sexecutive's employment is terminated due to death, the Company pays the unpaid base salary as of the date of death, accrued but unpaid Annual Value Creation PlanICP compensation and fully vests in their entirety all of the Executive'sexecutive's outstanding equity awards. Other than continued participation in the Company'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 Executiveexecutive is terminated due to becoming disabled, the Company pays the Executiveexecutive earned but unpaid base salary and Annual Value Creation PlanICP payments and fully vests in their entirety all of the Executive'sexecutive's outstanding equity awards. 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 an Executive'sany covered executive's (including the President and Chief Executive Officer) employment within three years of a change of control, then, in place of any other severance payment, 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 Annual Value Creation PlanICP bonus payment equal to three years' bonus at his or her target bonus level in effect at the date of termination, any Annual Value Creation PlanICP bonus payment that has been declared for the Executiveexecutive but not paid, his or her pro-rated Annual Value Creation PlanICP bonus for the year of termination



through the date of termination based on his or her target bonus level, immediate vesting upon the termination date of all unvested and outstanding equity awards, 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.

For purposes of the policy, "Change“Change of Control"Control” is defined 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 Control is defined in a manner consistent with the definition in the indenture governing the Company's 973/84% senior subordinated notes due 2012,2017, filed as an exhibit to the Registration StatementReport on Form S-48-K filed with the SEC on October 4, 2002.January 15, 2010.

In addition, the Executive Severance/Change of Control Policy states that in return for these benefits, each executive covered under the 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.


        The tables below summarize the executive benefits and payments due to the President and Chief Executive Officer and other NEOs upon termination, both in connection with a termination (i) for any reason other than cause, disability, or death, or if the Executive terminates his or her employment for good reason ("Involuntary, not for cause") and (ii) in connection with a change of control. The tables assume that termination occurred on December 31, 2008.

 
 Termination
involuntary, not
for cause $		 Termination for
cause $		 Termination in
connection with a
change of control $		 Death
$(8)		 Disability
$(9)		 

Grant H. Beard(4)

                

Cash payments(1)

  2,625,000  —  5,250,000  875,000  875,000 

Value of restricted stock(2)

  9,150  9,150  44,250  44,250  44,250 

Value of stock options(3)

  —  —  —  —  — 

Outplacement services

  50,000  —  50,000  —  — 

Medical benefits

  27,000  —  40,000  40,000  — 
            

Total

  2,711,150  9,150  5,384,250  959,250  919,250 
            

A. Mark Zeffiro

                

Cash payments(1)

  612,000  —  1,836,000  252,000  252,000 

Value of restricted stock(2)

  3,220  3,220  16,560  16,560  16,560 

Value of stock options(3)

  —  —  —  —  — 

Outplacement services

  30,000  —  30,000  —  — 

Medical benefits

  13,000  —  40,000  40,000  — 
            

Total

  658,220  3,220  1,922,560  308,560  268,560 
            

Lynn A. Brooks

                

Cash payments(1)

  657,000  —  1,971,000  271,000  271,000 

Value of restricted stock(2)

  3,200  3,200  15,410  15,410  15,410 

Value of stock options(3)

  —  —  —  —  — 

Outplacement services

  30,000  —  30,000  —  — 

Medical benefits

  13,000  —  40,000  40,000  — 
            

Total

  703,200  3,200  2,056,410  326,410  286,410 
            

Joshua A. Sherbin

                

Cash payments(1)

  525,000  —  1,575,000  175,000  175,000 

Value of restricted stock(2)

  2,800  2,800  13,340  13,340  13,340 

Value of stock options(3)

  —  —  —  —  — 

Outplacement services

  30,000  —  30,000  —  — 

Medical benefits

  13,000  —  40,000  40,000  — 
            

Total

  570,800  2,800  1,658,340  228,340  188,340 
            

Edward L. Schwartz(5)

                

Cash payments(1)

  680,000  —  2,040,000  280,000  280,000 

Value of restricted stock(2)

  3,800  3,800  17,940  17,940  17,940 

Value of stock options(3)

  —  —  —  —  — 

Outplacement services

  30,000  —  30,000  —  — 

Medical benefits

  13,000  —  40,000  40,000  — 
            

Total

  726,800  3,800  2,127,940  337,940  297,940 
            

Jeffrey A. Paulsen(6)

                

Cash payments

  —  —  —  —  — 

Value of restricted stock

  —  —  —  —  — 

Value of stock options

  —  —  —  —  — 

Outplacement services

  —  —  —  —  — 

Medical benefits

  —  —  —  —  — 
            

Total

  —  —  —  —  — 
            

E.R. Autry, Jr.(7)

                

Cash payments

  —  —  —  —  — 

Value of restricted stock

  —  —  —  —  — 

Value of stock options

  —  —  —  —  — 

Outplacement services

  —  —  —  —  — 

Medical benefits

  —  —  —  —  — 
            

Total

  —  —  —  —  — 
            
(1)
Comprised of base salary as of December 31, 2008 and Annual Value Creation Plan payments.

(2)
Restricted stock valued at the market price of the Company's common stock of $1.38 at December 31, 2008. Messrs. Beard, Zeffiro, Brooks, Schwartz and Sherbin had 6,627, 2,333, 2,319, 2,750 and 2,027 shares, respectively, that would have been vested upon termination as of December 31, 2008, and 32,067, 12,000, 11,167, 13,000 and 9,667 shares, respectively, that would have been vested upon a change of control.

(3)
All outstanding stock options have exercise prices in excess of their fair market values at December 31, 2008. Messrs. Beard, Zeffiro, Brooks, Schwartz and Sherbin had 495,425, 0, 157,516, 108,880 and 44,000 stock options, respectively, that were exercisable as of December 31, 2008, and 606,525, 0, 193,068, 136,100 and 55,000 stock options, respectively, that would be vested upon a change of control.

(4)
On January 13, 2009, Mr. Beard resigned from the Company as President and Chief Executive Officer and a member of the Board. In connection with his resignation, and his entry into a separation agreement, the Company compensated Mr. Beard in accordance with an involuntary termination without cause and provided the following compensation: base salary $ 1,750,000; Annual Value Creation Plan payments $ 906,164; Executive Retirement Program payout totaling $251,178, subject to quarterly contributions prior to termination and market fluctuation; Benefits Restoration Plan future payout of $16,878; outplacement services; medical benefits; and $25,000 in connection with the accelerated forfeiture of his stock options under the 2002 Long Term Equity Incentive Plan. In accordance with the Policy, Mr. Beard's vesting was accelerated to his date of resignation with respect to 7,749 restricted shares previously granted under the 2006 Long Term Equity Incentive Plan.

(5)
On March 4, 2009, Mr. Schwartz resigned from the Company as Executive Vice President. In connection with his resignation and his entry into a separation agreement, the Company compensated Mr. Schwartz under the Policy in accordance with an involuntary termination without cause as follows: base salary $400,000; Annual Value Creation Plan payments totaling $398,329; Executive Retirement Program payment totaling $69,197, subject to quarterly contributions prior to termination and market fluctuation; outplacement services; and medical benefits. In accordance with the Policy, Mr. Schwartz's vesting was accelerated to his date of resignation with respect to 4,083 restricted shares previously granted under the 2006 Long Term Equity Incentive Plan.

(6)
On June 19, 2008, Mr. Paulsen resigned from the Company as Group President-Industrial Specialties. In connection with his resignation and his entry into a separation agreement, the Company compensated Mr. Paulsen under the Policy in accordance with an involuntary termination without cause as follows: base salary $350,000; Annual Value Creation Plan payments totaling $245,000; outplacement services; and medical benefits. In accordance with the Policy, Mr. Paulsen's vesting was accelerated to his date of termination with respect to 2,361 restricted shares previously granted under the 2006 Long Term Equity Incentive Plan.

(7)
On April 11, 2008, Mr. Autry resigned from the Company as Chief Financial Officer. In connection with his resignation and his entry into a separation agreement, the Company compensated Mr. Autry as follows: base salary $360,000; consulting fee $60,000; and attorneys' fees not to exceed $5,000.

(8)
With respect to death, the Executive Severance / Change of Control Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid Annual Value Creation Plan awards, terminate as of the date of the Executive's death. Equity awards become 100% vested upon death. Executive's dependents are eligible to receive reimbursement for the employee portion of COBRA premiums for a period not to exceed thirty-six (36) months after the Executive's date of death.

(9)
With respect to disability, the Executive Severance / Change of Control Policy provides that all obligations of the Company to make any further payments, except for earned but unpaid salary and accrued but unpaid Annual Value Creation Plan awards, terminate on the earlier of (a) six (6) months after the disability related termination or (b) the date Executive receives benefits under the Company's long term disability program. Equity awards become 100% vested upon the disability termination.

        In addition, the Executive Severance/Change of Control Policy states that in return for these benefits, each Executive covered under the Policy is required to refrain from competing against us 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 policy may be modified by the Compensation Committee at any time, provided that the prior written consent of the Executiveexecutive is required if the modification adversely impacts the Executive.executive. Further, the Compensation Committee may amend or terminate the Policy at any time upon 12 months' written notice to any adversely affected Executive.

executive.

Retirement Benefits

        The following table summarizes the Company's Benefit Restoration Plan actuarial present value for the participating named executive officers.


Name
 Plan Name Number of Years of
Credited
Service		 Present Value of
Accumulated
Benefit(1)		 

Grant H. Beard

 TriMas Benefit Restoration Plan  7 $24,700 

Lynn A. Brooks

 TriMas Benefit Restoration Plan  29 $135,100 
42
(1)
The Benefits of the TriMas Benefits Restoration Pension Plan were frozen
Potential Payments Upon Termination or Change in Control as of December 31, 2002. Any changes in2011
The table below estimates the present value of the accumulatedpotential executive benefits represent only changes in actuarial assumptions used in calculating the present value of those benefits.

Executive Retirement Program

        The following table summarizes the activity in the nonqualified retirement plans for the Company's named executive officers:

Name
 Year Executive
Contributions in
Last Fiscal Year
($)		 Company
Contributions in
Last Fiscal Year
($)(1)		 Aggregate
Earnings in Last
Fiscal Year
($)(2)		 Aggregate
Withdrawals/
Distributions
($)(3)		 Aggregate
Balance at Last
Fiscal Year-End
($)(4)		 

Grant H. Beard

  2008  —  60,800  (168,700)    275,100 

  2007  —  61,000  35,100  —  383,000 

  2006  —  59,200  32,100  —  286,900 

A. Mark Zeffiro

  
2008		  
—		  
4,700		  
(100
)		 
—		  
4,600		 

Lynn A. Brooks

  
2008		  
—		  
32,100		  
(41,600
)		    
150,300		 

  2007  —  30,200  9,200  —  159,800 

  2006  —  28,800  9,400  —  120,400 

Joshua A. Sherbin

  
2008		  
—		  
14,400		  
(21,400
)		 
—		  
33,400		 

  2007  —  15,000  2,000  —  40,400 

  2006  —  13,800  2,400  —  23,400 

Edward L. Schwartz

  
2008		  
—		  
21,300		  
(43,700
)		    
73,100		 

  2007  —  20,200  9,900  —  95,500 

  2006  —  17,400  6,500  —  65,400 

Jeffrey B. Paulsen

  
2008		  
—		  
10,200		  
(6,600
)		 
(14,400
)		 
—		 

  2007  —  10,400  300  —  10,800 

  2006  —  —  —  —  — 

E.R. Autry, Jr. 

  
2008		  
—		  
16,000		  
(16,800
)		 
(69,600
)		 
—		 

  2007  —  26,300  3,400  —  70,400 

  2006  —  24,800  1,700  —  40,700 
(1)
Represents the Company's contributionsand payments due to the TriMasPresident and Chief Executive Retirement Program. These contributions are includedOfficer and other NEOs upon certain terminations of employment or a Change 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.

(2)
In addition to earningsControl, assuming such events occur on the TriMas Executive Retirement Program, the amount for Mr. Beard includes earnings attributable to his participation in the Benefit Restoration Plan. Any changes in the value of the accumulated benefits represent only changes in average performance of the Fidelity Freedom Funds.

(3)
As each of Messrs. Autry and Paulsen resigned during 2008 and neither were vested under the terms of the Executive Retirement Plan, the balance of their contributions as of their respective resignation dates is shown as a forfeiture in the Withdrawals/Distributions column, and therefore a zero balance is shown for the 2008 year-end balance for each of them.

(4)
Includes amounts previously reported as compensation to the Company's executive officers for previous years.

        Contributions to the Executive Retirement Program are invested in accordance with each named executive officer's directive based on the investment options in the Company's Corporation Retirement Program. Investment directives can be amended by the participant at any time.


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 this proxy statement and in the Annual Report on Form 10-K of TriMas Corporation filed for the fiscal year ended December 31, 2008.

  
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          
Cash payments (1)
 2,188,000
 —
 4,464,000
 788,000
 788,000
Value of restricted stock (2)
 893,000
 893,000
 1,339,400
 1,339,400
 1,339,400
Value of stock options (3)
 —
 —
 1,104,700
 1,104,700
 1,104,700
Outplacement services 50,000
 —
 50,000
 —
 —
Medical benefits 33,400
 —
 50,000
 50,000
 —
Total 3,164,400
 893,000
 7,008,100
 3,282,100
 3,232,100
           
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


REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

        The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company's financial statements. The Company's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, the performance of the Company's internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company'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's management is primarily responsible for the Company's internal control and financial reporting process. The Company's independent registered public accounting firm, KPMG, is responsible for performing an independent audit of the Company'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's internal control over financial reporting. The Audit Committee monitors the Company's financial reporting process and reports to the Board on its findings.

        In this context, the Audit Committee hereby reports as follows:

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


(1)Comprised of base salary as of December 31, 2011 and ICP payments.



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(2)
Restricted stock valued at the market price of the Company's common stock of $17.95 at December 31, 2011. Messrs. Wathen, Zeffiro, Brooks, Sherbin and Zalupski had 49,748, 25,633, 4,496, 18,699 and 2,549 shares, respectively, that would have been vested upon termination as of December 31, 2011, and 74,621, 38,843, 4,963, 28,553 and 2,813 shares, respectively, that would have been vested upon a change of control.
(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 59,111 stock options, respectively, that were exercisable as of December 31, 2011, and 66,667, 30,000, 241,401, 84,167 and 65,667 stock options, respectively, that would be vested upon a change of control.
(4)
With respect to death, the Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid ICP awards, terminate as of the date of the Executive's death. Equity awards become 100% vested upon death. Executive's dependents are eligible to receive reimbursement for the employee portion of COBRA premiums for a period not to exceed thirty-six (36) months after the Executive's date of death.
(5)
With respect to disability, the Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid annual ICP awards, terminate on the earlier of (a) six (6) months after the disability related termination or (b) the date Executive receives benefits under the Company's long-term disability program. Equity awards become 100% vested upon the disability termination.



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TRIMAS CORPORATION
39400 WOODWARD AVENUE
SUITE 130

BLOOMFIELD HILLS, MICHIGANMI 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 FUTURE STOCKHOLDER COMMUNICATIONS

Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by TriMas Corporationour 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 stockholder communicationsproxy 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 TriMas Corporation,Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.  All proxy cards must be received by the day before the cut-off date or the meeting date.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M12220

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

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:

TRIMAS CORPORATION

For

Withhold

For All

The Board of Directors recommends a vote “FOR” Proposal  1.

For

All

Withhold

All

Except

For All

All

All

Except

Vote On Directors1.   

o

o

o

1.

Election of Directors

o

o

o

Nominees

Nominees:

01  Daniel P. Tredwell

01)

02  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.

02)    Daniel P. Tredwell

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.

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

ForAgainstAbstain
2.Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2012.ooo
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.
YesNo
Please indicate if you plan to attend this meetingoo

Please sign below exactly as theyour name(s) appear(s) on the stock certificate (as indicated hereon).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 the shares are issueda corporation or partnership, please sign in the names of twofull corporate or more persons, all such persons must sign the proxy.

partnership name, by authorized officer.

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Signature [PLEASE SIGN WITHIN BOX]

Date

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 7, 2009

10, 2012

The Proxy Statement and 20082011 Annual Report of TriMas Corporation are also available at: http://www.trimascorp.com/2012proxy
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and 2011 Annual Report are available at http://www.trimascorp.com/2009proxywww.proxyvote.com.

M12221

Proxy Form

FOR THE ANNUAL MEETING OF STOCKHOLDERS SHAREHOLDERS
TO BE HELD ON MAY 7, 2009

10, 2012

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 proposal  (1).

proposals 1 and 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’s recommendationsDirector 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

QuickLinks

ABOUT THE MEETING
PROPOSAL 1—1- ELECTION OF DIRECTORS
Director Compensation TableBOARD OF DIRECTORS RISK MANAGEMENT FUNCTIONS
TRANSACTIONS WITH RELATED PERSONS
DIRECTOR COMPENSATION DISCUSSION AND ANALYSISTABLE
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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
PROXY CARD

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