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.          )

TriMas Corporation
NOTICE OF 20102011 ANNUAL MEETING OF SHAREHOLDERS
To be held May 10, 20102011

To the Shareholders of TriMas Corporation:

        The Annual Meeting of shareholdersShareholders of TriMas Corporation (the "Company") will be held on Monday,Tuesday, May 10, 20102011 at TriMas Corporation headquarters, 39400the Radisson Kingsley Hotel, 39475 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, at 11:00 a.m., Eastern Time, for the following purposes:

1.

To elect two directors to serve until the Annual Meeting of shareholdersShareholders in 2013;2014;



2.

To ratify the appointment of KPMG LLP asapprove the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010;2011 Omnibus Incentive Compensation Plan;



3.

To consider andapprove, by a non-binding advisory vote, uponthe compensation paid by the Company to its Named Executive Officers;



4.

To select, by a proposalnon-binding advisory vote, the frequency at which the shareholders of the Company will be asked to increaseapprove, by a non-binding advisory vote, the number of shares reserved for issuance undercompensation paid by the Company's 2006 Long Term Equity Incentive Plan by 1,000,000 shares;Company to its Named Executive Officers; and



4.5.

To transact such other business as may properly come before the meeting.

        The Board of Directors has fixed the close of business on March 10, 201014, 2011 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.

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 5, 2010.2011.

        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.

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

PROXY STATEMENT FOR 20102011 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 11:00 a.m., Eastern Time, on Monday,Tuesday, May 10, 20102011 at the TriMas Corporation headquarters, 39400Radisson Kingsley Hotel, 39475 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304. The Company's Board of Directors 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 5, 2010.2011. 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 2013,2014; to approve the ratificationCompany's 2011 Omnibus Incentive Compensation Plan; to approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers ("Say on Pay Vote"); to select, by a non-binding advisory vote, the frequency at which the shareholders of the appointment of KPMG LLP ("KPMG")Company will be asked to approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers; and to transact such other business as may properly come before the Company's independent registered public accounting firm for 2010 and the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares.meeting.

        In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders. The Company expects that representatives of KPMG, the Company's independent registered public accounting firm for 2009,2010, 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 10, 201014, 2011 (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 10, 2010,14, 2011, 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, 33,911,60434,258,167 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 onHow 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; (2) for approval of the 2011 Omnibus Incentive Compensation Plan; (3) for approval of the compensation paid to anythe Named Executive Officers pursuant to the Say on Pay Vote; and (4) in the discretion of the proxy holders upon such other matter thatbusiness as may properly comescome before the Annual Meeting,Meeting. If you do not provide voting instructions as to the proxy holdersdesired frequency of a Say on Pay Vote by the shareholders, the Company will treat your shares as though you abstained from voting on that proposal.

named in the proxy card will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.

        Beneficial Owners.    If you hold yourThe brokers, banks, or nominees holding shares in street name throughfor beneficial owners must vote those shares as instructed, and if no instructions from the beneficial owner are received on a matter deemed to be non-routine, they may not vote the shares on that matter (referred to as a "broker non-vote"). 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. Under applicable law, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of the Company's independent registered public accounting firm, but dodoes not have discretion to vote on non-routine matters, includingfor or against the election of directors, recommended byto approve the Board of Directors and approval2011 Omnibus Incentive Compensation Plan, to approve the compensation of the increase inNamed Executive Officers pursuant to the numberSay on Pay Vote, or to select the preferred frequency for a Say on Pay Vote. In order to avoid a broker non-vote of your shares reserved for issuance under the 2006 Long Term Equity Incentive Plan. If the broker does not have discretionary authority to vote on a particular proposal, the absence of votes on the proposal with respectthese proposals, you must send voting instructions to your Voting Stock will be considered"bank, broker, non-votes" with regard to that matter. 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.or nominee.

I share an address with another shareholder, and we received only one paper copy of the proxy materials. 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, Telephone 248-631-5506. A separate set of proxy materials will be sent promptly following receipt of your request.

        If you are a shareholder of record and wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.

        If you are the beneficial owner of shares held through a broker, trustee or other nominee and you wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.

What does it mean if I receive more than one proxy card or voting instruction card?

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

What are the Board's recommendations?

        The Board recommends a vote:

Proposal 1—1—FOR the election of the nominated slate of directors.

Proposal 2—2—FOR the ratificationapproval of KPMG as the Company's independent registered public accounting firm for 2010.2011 Omnibus Incentive Compensation Plan.

Proposal 3—3—FOR the increasenon-binding resolution approving the compensation paid by the Company to its Named Executive Officers.

Proposal 4—FOR the non-binding selection of three years as the frequency in which a say-on-pay vote on the number of shares reserved for issuance undercompensation paid by the 2006 Long Term Equity Incentive Plan by 1,000,000 shares.Company to its Named Executive Officers will be presented to the shareholders.

What vote is required to approve each item?

Proposal 1—Election of Directors.

        The two nominees who receive the most votes cast at the Annual Meeting will be elected as directors. The slate of directors discussed in this proxy statement consists of two directors whose terms are expiring and who have consented to stand for re-election. A properly signed proxy with instructions

to withhold authority with respect to the election of one or more directors will not be voted for the director(s) so indicated and will have no effect on the outcome of the vote.indicated.

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm.

        The affirmative vote of a majorityApproval of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting is necessary to ratify the Audit Committee's appointment of KPMG as the Company's independent registered public accounting firm for 2010. Abstentions will have the same effect as a vote against the matter. Although shareholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.

Proposal 3—Ratification of Increase of Shares Reserved for Issuance under the 2006 Long Term Equity2011 Omnibus Incentive Compensation Plan.

        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 approve the increaseCompany's 2011 Omnibus Incentive Compensation Plan.

Proposal 3—Approval of the Compensation Paid to the Company's Named Executive Officers.

        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 approve the non-binding advisory resolution approving the compensation paid to the Company's Named Executive Officers. While the Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote will not be binding, and is advisory in nature.

Proposal 4—Advisory Vote on the numberFrequency of shares reservedSay-on Pay Votes.

        The advisory vote on the frequency of say-on pay votes (every one, two, or three years) is a plurality vote. The Company will consider shareholders to have expressed a non-binding preference for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares. Abstentionsfrequency option that receives the most favorable votes. While the Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote will not be binding, and broker non-votes will have the same effect as a vote against the matter.is advisory in nature.

Who pays for the solicitation of proxies?

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

Other Matters.What will happen if other matters are raised at the meeting?

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

How can I access the Company's proxy materials and annual report on Form 10-K?

        The Financial Information subsection under "Investors" on the Company's website,http://www.trimascorp.com, provides access, free of charge, to Securities and Exchange Commission ("SEC") reports as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports.

        The Company has posted printable and searchable 20102011 proxy materials to the Company's website at http://www.trimascorp.com/2010proxy.2011proxy. A copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2009,2010, 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

more than two decades of private equity and leveraged financinginvestment 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 2007,2010, Mr. Tredwell served on the Board of Metaldyne Corporation.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 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-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 $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 2003 until 2007, Mr. Wathen was President and Chief Executive Officer of Balfour Beatty, Inc. (U.S. Operations), an engineering, construction and building management services company. Prior to his Balfour Beatty appointment in 2003, he served as a Principal Member of Questor, a private equity firm from 2000 to 2002. From 1977 to 2000, Mr. Wathen held management positions with General Electric, Emerson Electric, Allied Signal and Eaton Corporation. Mr. Wathen holds a B.S.M.E. in Engineering and an M.B.A. from Purdue University and an M.S.B.A. in Business Administration from St. Francis University.

        In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Wathen should serve as a director based on his years of operational and management experience in diversified manufacturing environments, his experience as a public-company director, his executive leadership experience, including with respect to the Company, and 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 counsel to 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 Barrick Gold Corporation, Broadpoint Gleacher Securities Group, Inc. and TD Ameritrade. From 1993 to 2008, Mr. Cohen was a director of AIG, Inc. Mr. Cohen holds a B.A. from the University of Toronto, a law degree from Osgoode Hall Law School and a Masters Degree in Law from York University.

        In addition to his professional background and prior Company Board experience, the Board or Directors concluded that Mr. Cohen should serve as a director based on the breadth of his experience as a public company director, particularly with regard to governance, compliance and other areas of oversight, his legal experience and his subject matter expertise in areas of government affairs, corporate governance and corporate responsibility.

The Board of Directors and Committees

        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 2008.

        Through May 7, 2009        During 2010, the Board consisted of seven directors. Since May 7, 2009 the Board has consisted of six directors.⁽¹⁾ During 2009, the Boarddirectors and held 89 meetings and acted 52 times by unanimous written consent. The table below sets forth the meeting information for the four standing committees of the Board for 2009 and the membership of each of the four standing committees of the Board since the Annual Meeting held on May 7, 2009:2010:

⁽¹⁾

        The Company's Board of Directors currently consists of six directors, divided into three classes so that, each class will consist of one-third of the Company's directors. The members of each class serve for staggered, three year terms. Upon the expiration of the term of a class of directors, directors in that class 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:table below sets forth the class in which director serves:

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

---

•⁽¹⁾

Class I directors: directors whose terms expireTerm expires at the 2010 Annual Meeting;2011 annual stockholder meeting.



•⁽²⁾

Class II directors: directors whose terms expireTerm expires at the 2011 Annual Meeting; and2012 annual stockholder meeting.



•⁽³⁾

Class III directors: directors whose terms expireTerm expires at the 2012 Annual Meeting.2013 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 from August 21, 2009 Messrs. Cohen, Gabrys, Miller and Valenti are "independent" from management in accordance with the NASDAQ listing standards and the Company's Corporate Governance Guidelines. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company's Corporate Governance Guidelines. For the period January 1, 2009 through August 21, 2009, during which the Company was listed on the NYSE, the Company's

Board determined that Messrs, Cohen, Gabrys, Miller, Valenti and Becker (who left the Board in May 2009) were "independent" from management in accordance with NYSE listing standards and the Company's Corporate Governance Guidelines. After considering 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 2009,2010, all current 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. All of the current directors attended the Company's 20092010 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.

        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 Governance." For information on how you can communicate with the Company's non-management directors, see "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 pubic accounting firm's report describing the auditing firm's internal quality control procedures and any materialsmaterial issues raised by the most recent internal quality control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, 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 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 qualifies as an "audit committee financial expert" within the meaning of SEC regulations and that from August 21, 2009 each member on the Audit Committee has the accounting and related financial management expertise required by the NASDAQ listing standards and that each is "independent" from management in accordance with NASDAQ listing standards and the Company's Corporate Governance Guidelines. For the period January 1, 2009 through August 21, 2009, during which the Company was listed on the NYSE, the Board of Directors determined that each of the members of the Audit Committee had the accounting and related financial management expertise required by the NYSE's listing standards.

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

        Executive Committee.    The Executive Committee has the authority to exercise many of the functions of the full Board of Directors between meetings of the Board, however it excludes those matters which Delaware law or NASDAQ or SEC rules require to be within the purview of the Company's independent directors or which is otherwise in conflict with such laws or rules.

        Corporate Governance and Nominating Committee.    The Corporate Governance and Nominating Committee is responsible for identifying and nominating individuals qualified to serve as Board members and recommending directors for each Board committee. Generally, the Corporate Governance and Nominating Committee will re-nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board.

        In recommending candidates to the Board, the Corporate Governance and Nominating Committee reviews the experience, mix of skills and other qualities of a nominee to assure appropriate Board composition after taking into account the current Board members and the specific needs of the Company and the Board. The Board looks for individuals who have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. The Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. As required by the 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 Corporate Governance and Nominating Committee will evaluate nominees recommended by shareholders against the same criteria. The Company did not receive any nominations of directors by shareholders for the 20102011 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 subsection of the Investors page.

        Compensation Committee Interlocks and Insider Participation.    No member of the Compensation Committee is an employee of the Company. Messrs. Cohen, Gabrys, Miller and Valenti are the current members of the Company's Compensation Committee. See "Transactions with Related 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.

        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 Committeecommittee 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 other committees, the

Compensation Committee and the Governance and Nominating Committee considerconsiders 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 2009,2010, each independent director received an annual retainer of $75,000, and a meeting fee of $1,000 for each Board or committee meeting attended. The Chairman of the Board received $200,000 in 20092010 for his services in that capacity and did not receive attendance fees. The chairman of each of the Audit, Compensation and Corporate Governance and Nominating Committees received an additional annual retainer in the amounts of $15,000, $10,000 and $5,000, respectively.

        NoneTwo of the four independent directors elected to defer receipt of Board compensation in 2009.2010. For 2010,2011, two of four independent directors elected to defer receipt of all or part of their Board compensation.

        Equity Compensation.    On March 9, 2009, the Board approved the issuance of options to purchase 24,000 shares of common stock to each independent Board member (other than the Chairman), with an exercise price equal to the closing price of the Company's stock on the grant date. The options vest in equal annual increments over the three years following the grant date and are subject to a ten (10) year exercise term, subject to earlier termination if the recipient dies, becomes disabled or is no longer a director.

        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 2007 initial public offering)offering, and thus not applicable to any of the independent directors until May 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. Mr. Valenti currently satisfies the common stock ownership requirement. As five years since the Company's 2007 initial public offering has not yet lapsed, the independent directors are not yet obligated to satisfy the ownership guidelines.

        Indemnification.    The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company.

        Other.    The Company reimburses all directors for expenses incurred in attending Board and committee meetings. The Company does not provide any perquisites to directors.

Director Compensation Table

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 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.    The Board has adopted a codeCode of ethicsEthics and business conductBusiness Conduct that applies to 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 ethicsEthics and Business Conduct is posted on the Company's website in the Corporate Governance Section.section. All amendments to the Company's code of ethics, if any, will be also posted on the Company's internet website, along with all waivers, if any, of the codeCode of ethicsEthics and Business Conduct involving senior officers.

        The Company has filed with the SEC, as exhibits to its Quarterly Reports on Form10-Q for the quarters ended March 31, June 30 and September 30, 2009,2010, respectively, and its Annual Report on Form 10-K for the year ended December 31, 2009,2010, 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 Ethics and Business Conduct 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



•

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 subsection 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.

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

        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, 2010. During fiscal year 2009, 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 2010 Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

        The appointment 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 of the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this "routine" proposal, your broker will nevertheless have authority to vote your shares on this "routine" proposal in your broker'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 independent registered public accounting firm for the fiscal year ending December 31, 2010, unless specified otherwise.

The 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, 2010.

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, 2009, 2008 and 2007, and fees for other services rendered by KPMG during those periods.

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 $1,857,000, $2,424,300, and $3,220,000 for 2009, 2008 and 2007, respectively. The fees for 2007 were higher than subsequent years 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 2009 and 2008 Audit Fees. In 2009, audit-related fees of $234,000 were incurred primarily related to the Company's debt refinancing activities. In 2007, audit-related fees of $436,000 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 2009, 2008 and 2007, 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.

        We have been advised by KPMG that neither the firm, nor any member of the firm, has any financial interest, direct or 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. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm.

        On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent registered public accounting firm. No services are undertaken which are not pre-approved. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All of the services provided by our independent auditor in 2009, 2008 and 2007, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee under its pre-approval policies.

        The Audit Committee'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 tax 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.

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 statementstatements for the fiscal year ended December 31, 20092010 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, 2009,2010, for filing with the Securities and Exchange Commission.

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

PROPOSAL 3—RATIFICATION2—APPROVAL OF INCREASE OF SHARES RESERVED FOR
ISSUANCE UNDER THE 2006 LONG TERM EQUITY2011 OMNIBUS INCENTIVE COMPENSATION PLAN

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE"FOR" THE APPROVAL OF THE 2011 OMNIBUS INCENTIVE COMPENSATION PLAN.

        The Board has approved the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares and directed that the amendment be submitted to shareholders for approval. The amendment will become effective upon shareholder approval. Upon ratification of this proposal, 1,131,508 shares will be available for issuance under the 2006 Long Term Equity Incentive Plan which includes 131,508 sharesCompany currently reserved but not granted under The 2006 Long Term Equity Incentive Plan. Set forth below is a description of the 2006 Long Term Equity Incentive Plan, which is qualified in its entirety by reference tomaintains the TriMas Corporation 2006 Long Term Equity Incentive Plan Composite Plan Document as of March 26, 2010, as filed with the SEC in a Current Report on Form 8-K on March 26, 2010 (the "2006 Plan"). All material terms of and the 2006TriMas Corporation 2002 Long Term Equity Incentive Plan remain(the "2002 Plan"). Each of the same other than2006 Plan and the number of shares available for issuance thereunder as described above.

        The Board believes that the Company must offer a competitive equity incentive program if it is to continue to successfully attract and retain the best possible candidates for positions of responsibility within the Company. The Board expects that the Long Term Equity Incentive Plan will continue to be an important factor in attracting, retaining and rewarding the high-caliber employees and directors essential to our success and in motivating these individuals to strive to enhance our growth and profitability.

        The 20062002 Plan provides for the issuance of equity based awards in various forms.

        Grants of options to purchase shares and awards of restricted shares to employees and to non-employee directors are an important part of the Company's compensation program, providing a basis for long-term incentive compensation and nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, performance awards, annual incentive awards or other incentive awards, including management stock purchase rights on restricted stock units.helping to tie together the interests of the Company's shareholders and the Company's directors, officers and employees. The 2006Board has adopted the TriMas Corporation 2011 Omnibus Incentive Compensation Plan, and in accordance with the rules of the NASDAQ Stock Market and the requirements of the Internal Revenue Code of 1986 (the "Code"), the Company is seeking the approval of the shareholders of the adoption of the 2011 Omnibus Incentive Compensation Plan. In this discussion, the 2011 Omnibus Incentive Compensation Plan is referred to as the 2011 Plan.

        The 2011 Plan provides for the issuance of upaward to an aggregate of 1,435,877 shares of our common stock, of which up to 500,000directors, officers, employees and other service providers of the shares may be used for incentive stock options. If the amendment to the 2006 Plan is approved by the shareholders, the number of shares available for issuance pursuant to the 2006 Plan will be 2,435,877 shares of our common stock, of which up to 500,000 of the shares may be used for incentive stock options. Under the 2006 Plan, grantsCompany of restricted stock, restricted stock units, options to the extent payable inpurchase stock, and performance awards count as two shares each, and grants of incentive and nonqualified stock options and stock appreciation rights, countunrestricted stock, and other awards to acquire up to an aggregate of 850,000 shares of common stock. For purposes of the 850,000 share limit, each option to purchase a share of common stock and each stock appreciation right will be counted as one share, and each for purposesshare of determining shares remaining for grants under the 2006 Plan. Asrestricted stock, restricted stock unit or share of the Record Date, awards covering an aggregate of 1,043,668unrestricted stock will be counted as 1.75 shares of ourcommon stock. Rights to receive dividends on common stock had been issued(except for rights to receive dividends in cash and were outstanding underwhich are related to other awards which are counted as 1.75 shares of common stock) will also themselves be counted as 1.75 shares of common stock. This method of counting recognizes the 2006 Plan.

        The shares issued orgreater value inherent in a share of stock than in an option to be issued underpurchase a share of common stock at a price equal to its fair market value on the 2006 Plan consistdate of authorized but unissued shares. Shares issued under the 2006 Plan pursuant to awards assumed in connection with mergers and acquisitions by us will not reduce the number of shares reserved for issuance under the 2006 Plan.grant. If an award under the 20062011 Plan of restricted stock or restricted stock units is forfeited or an award of options or other rights granted under the 2011 Plan expires without being exercised, the shares covered by any such award would again become available for issuance under new 2011 Plan awards. The closingShares of stock that are delivered to or withheld by the Company to pay the exercise price of a share as reported by NASDAQ on the Record Date was $7.30.or withholding taxes in connection with any award will not, however, be available for future awards.

        The 20062011 Plan prohibits the repricing of options without the approval of the shareholders. This provision relates to both direct repricings—lowering the exercise price of an option—and indirect repricings—canceling an outstanding option and granting a replacement or substitute option with a lower exercise price, or exchanging options for cash, other options or other awards. The repricing prohibition also applies to sharestock appreciation rights.

        As of the Record Date, there were options to purchase 484,168 shares of common stock and 188,919 restricted shares of common stock outstanding under the 2006 Plan, and an additional 980,505 shares were available for the issuance of future awards under the 2006 Plan. In addition, as of the Record Date there were options to purchase 1,176,123 shares of common stock and 165,480 restricted shares of common stock outstanding under the 2002 Plan, and an additional 202,626 shares were available for future awards under the 2002 Plan. The weighted-average exercise price of outstanding options under the 2006 Plan and 2002 Plan as of the Record Date was $1.16 and $14.87, respectively. The average remaining contractual term of outstanding options under the 2006 Plan and 2002 Plan as of the Record Date was 7.8 years and 5.1 years, respectively. Neither the 2006 Plan nor the 2002 Plan

nor any options or restricted shares outstanding under either such Plan will be affected by the adoption of the 2011 Plan.

        As of the Record Date, the Company had 34,258,167 shares of common stock outstanding.

Description of 2011 Plan

        Overview.    The purpose of the 2011 Plan is to enhance the ability of the Company to attract and retain highly qualified directors, officers, key employees and other persons and to motivate such persons to serve the Company and to improve the business results and earnings of the Company by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.

        There are 850,000 shares of common stock reserved for issuance under the 2011 Plan, and no awards have been granted under the 2011 Plan. The maximum number of shares subject to options or stock appreciation rights that can be awarded under the 2011 Plan to any person is 350,000 per year. The maximum number of shares of common stock that can be awarded under the 2011 Plan to any person, other than pursuant to options or stock appreciation rights, is 200,000 per year.

        Administration.    The 2011 Plan is administered by the Company's Compensation Committee. Subject to the terms of the 2011 Plan, the Compensation Committee may select participants to receive awards, determine the types of awards and terms and conditions of awards and interpret provisions of the 2011 Plan. The Compensation Committee may delegate to a subcommittee of directors and/or officers the authority to grant or administer awards to persons who are not then reporting persons under Section 16 of the Securities Exchange Act of 1934. Options and stock appreciation rights may not be amended to lower their exercise prices without shareholder approval.

        Stock Reserved for Issuance Under the 2011 Plan.    The stock issued or to be issued under the 2011 Plan consists of authorized but unissued shares of common stock. Stock issued under the 2011 Plan pursuant to awards assumed in connection with mergers and acquisitions by us will not reduce the number of shares reserved for issuance under the 2011 Plan. The closing price of the Company's stock on the Record Date was $18.68.

        Eligibility.    Awards may be made under the 20062011 Plan to our directors, officers, employees or consultants. We estimateconsultants and to any other individual whose participation in the 2011 Plan is determined to be in the Company's best interests by the Compensation Committee. The Company estimates that currently approximately 2,02080 persons are eligible to receive awards under the 20062011 Plan. Currently, 44 persons comprised

        Amendment or Termination of active employees, officersthe Plan.    The Board of Directors may terminate or amend the 2011 Plan at any time and directors participatefor any reason. However, no amendment may adversely impair the rights of participants with respect to outstanding awards, except in order to comply with Section 409A of the Code. Further, unless terminated earlier, the 2011 Plan will terminate 10 years after its effective date. Amendments will be submitted for shareholder approval to the extent required by the Code or other applicable laws, rules or regulations.

Types of Awards Available for Grant under the 2011 Plan

        Restricted Stock and Restricted Stock Units.    The 2011 Plan permits the granting of restricted stock and restricted stock units. Restricted stock is stock granted subject to forfeiture if specified holding periods and/or performance targets are not met. Restricted stock units are substantially similar to restricted stock but result in the 2006 Plan.issuance of stock upon meeting specified holding periods and/or

performance targets, rather than the issuance of the stock in advance. Restricted stock and restricted stock units granted under the 2011 Plan may not be sold, transferred, pledged or assigned prior to meeting the specified holding periods and/or performance targets. The 2006Compensation Committee determines the holding periods and/or performance targets and the circumstances under which the holding periods and/or performance targets may be waived, such as upon death, disability, retirement, termination of employment or change in control.

        Options.    The 2011 Plan permits the granting of options to purchase stock intended to qualify as incentive options under the Code and also options to purchase stock that do not qualify as incentive stock options ("non-qualified options"). The options we have granted have historically been principally non-qualified options. The exercise price of each option may not be less than 100% of the fair market value of the stock on the date of grant. In the case of certain 10% shareholders who receive incentive options, the exercise price may not be less than 110% of the fair market value of the stock on the date of grant. An exception to these requirements is administeredmade for any options that the Company grants in substitution for options held by directors, officers, employees and consultants of a company that we acquire. In such a case, the exercise price would be adjusted to preserve the economic value of such holder's option from his or her former employer.

        The term of each option is fixed by the Compensation Committee and may not exceed 10 years from the date of our Boardgrant. The Compensation Committee determines at what time or times each option may be exercised and the period of Directors (the "Administrator").time, if any, after death, disability, retirement, termination of employment or change in control during which options may be exercised.

        Options may be made exercisable in installments. The Administratorexercisability of options may be accelerated by the Compensation Committee, such as upon death, disability, retirement, termination of employment or change in control. In general, an optionee may pay the exercise price of an option by cash, certified check, by tendering stock (which, if acquired from us, has been held by the power to select the recipientsoptionee for at least six months) or by means of awards. The Board of Directors retains the authority to grant and administer awards to non-employee directors, who may receive and elect to defer stock and cash compensationa broker-assisted cashless exercise.

        Options granted under the 2006 Plan. The Administrator has broad power to determine and amend award terms, although in general, such amendments2011 Plan may not adversely affectbe sold, transferred, pledged or assigned other than by will or under applicable laws of descent and distribution. However, the Compensation Committee may permit limited transfers of non-qualified options for the benefit of immediate family members of grantees to address estate planning concerns.

        Other Awards.    The Compensation Committee may also award under the 2011 Plan:

•

dividend equivalent rights, which are rights entitling the recipient to receive amounts equal to the dividends that would have been paid if the recipient had held a participant without the participant's consent, except for amendments that are necessary under Code Section 409A and adjustments in connection with certain corporate events, such as stock splits or other changes in the outstanding common stock, or a merger or other extraordinary transaction. The Administrator may make awards to executives when they join us, annually and/or in connection with achieving performance goals. Each grant will have a vesting period determined on a case by case basis.

        The 2006 Plan provides the following limitations on annual grants to individual participants under Internal Revenue Code ("Code") Section 162(m): options or stock appreciation rights with respect to 350,000specified number of shares of common stock; and, restrictedprovided, that dividend equivalent rights may not be granted relating to stock subject to an option or restricted stock units denominated inappreciation right;



•

stock appreciation rights, which are rights to receive a number of shares of common stock with respect to more than 175,000 shares. Performance awards under Code Section 162(m) with respect to more than 100,000 shares; and, annual incentive awards under Code Section 162(m) with respect to more than 100,000 shares. The maximum dollar value payable to any participantor, in one fiscal year with respect to restricted stock units, performance awards or annual incentive awards under Code Section 162(m) that are valued in property other than common stock is the lesser of $6,000,000 or 5 times the participant's base salary for the fiscal year.

        The 2006 Plan leaves to the discretion of the Administrator to grant annual incentive awardsCompensation Committee, an amount in cash or a combination of stock and performance awards, each pursuant to an individual participant's agreement.

        In general,cash, based on the Board of Directors is authorized to amend or modifyincrease in the 2006 Plan at any time without shareholder approval, other than to materially increase benefits, increase the number of shares available for awards or change the eligibility requirements. No awards may be made after the tenth anniversary of the earlier of Board or shareholder approval of the 2006 Plan. Options and stock appreciation rights granted under the 2006 Plan may not be granted with an exercise price below fair market value onof the grant date and, unless shareholder approval is obtained, options and stock appreciation rights will not be repriced such that their exercise price is below fairunderlying the right over the market value per shareof such stock on the date of original grant. The termsgrant (or over an amount greater than the grant date fair market value, if the Compensation Committee so determines) during a stated period specified by the Compensation Committee not to exceed 10 years from the date of grant;



•

unrestricted stock, which is stock granted without restrictions; and



•

cash awards.

        Section 162(m) of the awards are set by the Administrator in a participant's award agreement, but no option or stock appreciation right may have a term that exceeds 10 years, and most options and stock appreciation rights will have shorter terms if a participant dies, becomes disabled or terminates employment. All awards are forfeited if a participant's employment is terminated for cause. Restricted stock, restricted stock units, performance awards, annual incentive awards and other incentive awards are subject to vesting and/or designated performance requirements. In the event of a change in control, the Administrator, at its discretion, may accelerate vesting or cash-out awards, or arrange for the assumption of awards in the event of certain acquisitions.

        With respect to equity-based awards, any gain recognized by our executive officers and other employees from non-qualified stock options should be deductible, but to the extent we grant incentive stock options, any gain recognized by the optionee related to such options will not be deductible by us if there is no disqualifying disposition by the optionee.

Internal Revenue Code Compliance.    Section 162(m) of the Code limits publicly-held companies to an annual deduction for U.S. federal income tax purposes of $1,000,000 for compensation paid to their Chief Executive Officer and Chief Financial Officer and the three highest compensated executive

officers (other than the Chief Executive Officer and Chief Financial Officer) determined at the end of each year (the "covered employees"). However, performance-based compensation may be excluded from this limitation. The 20062011 Plan is designed to permit the AdministratorCompensation Committee to grant awards that qualify for purposes of satisfying the conditions of Section 162(m).

        Business Criteria.    The AdministratorCompensation Committee would exclusively use one or more of the performance measures

listed underfollowing business criteria, on a consolidated basis, and/or with respect to specified subsidiaries or business units (except with respect to the Plantotal shareholder return and earnings per common share criteria), in establishing performance goals for awards to "covered employees" if the award is to be intended to satisfy the conditions of Section 162(m):

•

basic earnings per common share for the Corporation on a consolidated basis;

•

diluted earnings per common share for the Corporation on a consolidated basis;

•

total shareholder return;

•

net sales;

•

cost of sales;

•

gross profit;

•

selling, general and administrative expenses;

•

operating profit, alone or as a percentage of sales;

•

income before interest and/or the provision for income taxes;

•

net income;

•

productivity;

•

inventory turnover;

•

return on equity;

•

return on assets;

•

sales of new products;

•

economic value added, or another measure of profitability that considers the cost of capital employed;

•

net cash provided by operating activities;

•

net increase (decrease) in cash and cash equivalents;

•

customer satisfaction;

•

market share; or

•

product quality.

        Dividends or Dividend Equivalents for Performance Awards.    Notwithstanding anything contrary to the foregoing herein, the right to receive dividends, dividend equivalents or distributions with respect to a performance award will only be granted to a participant if and to the extent that the underlying award is earned.

        Effect of Certain Corporate Transactions.    The Compensation Committee may cause awards granted under the 2011 Plan to vest in the event of a transaction resulting in a change in control of the Company.

        Adjustments for Stock Dividends and Similar Events.    The Compensation Committee will make appropriate adjustments in outstanding awards and the number of shares of common stock available for issuance under the 2011 Plan, including the individual limitations on awards, to reflect dividends, splits, extraordinary cash dividends and other similar events.

U.S. Federal Income Tax Consequences

        Restricted Stock.    A grantee who is awarded restricted stock will not recognize any taxable income for U.S. federal income tax purposes in the year of the award, provided that the stock is subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of

forfeiture). However, the grantee may elect under Section 83(b) of the Code to recognize compensation income (which is ordinary income) in the year of the award in an amount equal to the fair market value of the stock on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the grantee does not make such a Section 83(b) election, the fair market value of the stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends or distributions that are paid while the stock is subject to restrictions will be subject to withholding taxes. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

        Restricted Stock Units.    There are no immediate tax consequences of receiving an award of restricted stock units under the 2011 Plan. A grantee who is awarded restricted stock units will be required to recognize ordinary income in an amount equal to the fair market value of the stock issued to such grantee at the end of the restriction period. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

        Incentive Stock Options.    The grant of an incentive stock option will not be a taxable event for the grantee or for the employer. A grantee will not recognize taxable income upon exercise of an incentive option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of stock received pursuant to the exercise of an incentive option will be taxed as long-term capital gain if the grantee holds the stock for at least two years after the date of grant and for one year after the date of exercise (the "holding period requirement"). The employer will not be entitled to any compensation expense deduction with respect to the exercise of an incentive option, except as discussed below.

        For the exercise of an option to qualify for the foregoing tax treatment, the grant must be made by the employee's employer or a parent or subsidiary of the employer. The employee must remain employed from the date the option is granted through a date within three months before the date of exercise of the option. If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the stock in an amount generally equal to the excess of the fair market value of the stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. The employer will be allowed a compensation expense deduction to the extent that the grantee recognizes ordinary income.

        Non-Qualified Options.    The grant of an option will not be a taxable event for the grantee or for the Company. Upon exercising a non-qualified option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the stock on the date of exercise. Upon a subsequent sale or exchange of stock acquired pursuant to the exercise of a non-qualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the stock (generally, the amount paid for the stock plus the amount treated as ordinary income at the time the option was exercised). The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

        Dividend Equivalent Rights.    Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount equal to the amount paid to the grantee pursuant to the award. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

        Stock Appreciation Rights.    There are no immediate tax consequences of receiving an award of stock appreciation rights under the 2011 Plan. Upon exercising a stock appreciation right, a grantee will

recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the stock on the date of exercise. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

        Unrestricted Stock.    Participants who are awarded unrestricted stock will be required to recognize ordinary income in an amount equal to the fair market value of the stock on the date of the award, reduced by the amount, if any, paid for such stock. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

New Plan Benefits

        Awards under the 2011 Plan will be made at the discretion of the Compensation Committee. Accordingly, the Company cannot currently determine the amount of awards that will be made under the 2011 Plan. The Company anticipates that the Compensation Committee will utilize the 2011 Plan to continue to grant long-term equity incentive compensation to employees and directors similar to the awards described in this proxy statement.

Registration with SEC

        The Company currently hasintends to file a registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended, covering the offering of the Sharesstock under the 20062011 Plan.

        Awards underVote Required for Approval

        Approval of the 20062011 Plan will be maderequires the vote of holders of a majority of the votes cast at the discretionAnnual Meeting.

PROPOSAL 3—ADVISORY VOTE ON COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS

        The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that the Company seek a non-binding advisory vote from its shareholders to approve the compensation of the Administrator. Accordingly, we cannot currently determine the amount of awards that will be made under the 2006 PlanCompany's Named Executive Officers as disclosed in the future.Compensation Discussion & Analysis ("CD&A") and tabular disclosures of this Proxy Statement. Since the vote is advisory, the result of the vote is not binding upon the Board.

        The table below sets forthCompany's compensation philosophy is to pay for performance, support the awards that were granted underCompany's business strategies, and offer competitive compensation arrangements. The CD&A provides shareholders with a description of the 2006 Plan during 2009Company's compensation programs, including the philosophy and 2010 throughstrategy supporting the Record Date (excluding any grants that were forfeited).

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires our directors, officers and 10% shareholders (if any) to file reports of ownership and changes in ownership with respect to our securities with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers and greater than 10% shareholders regarding the necessity of filing reports. Based on our review,With the exception of the late filing related to the deferral of 2010 Board compensation earned by Messrs. Cohen and Miller, the Company believes that all of its officers, directors and greater than 10% shareholders complied with all Section 16(a) applicable filing requirements for 20092010 with respect to the Company.

Executive Officers

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

David M Wathen. Business experience provided under "Director and Director Nominees."

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

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

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

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

Robert J. Zalupski. Mr. Zalupski was appointed the Company's Vice President, Finance and Treasurer in January 2003. 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. Such covenants influence the Company's policy for review, approval and ratification of transactions with related parties.

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 of approximately $6.0 million and $5.8 million at December 31, 2009 and 2008, respectively, are classified as accrued liabilities in the Company's consolidated balance sheet.

        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 distribution. As a result of the merger, Metaldyne and the Company are no longer related parties. In addition, as a result of the merger, it has been asserted that Metaldyne may be obligated to accelerate funding and payment of actuarially determined amounts owing to seven former Metaldyne executives under a supplemental executive retirement plan ("SERP"). Under the stock purchase agreement between Metaldyne and Heartland, the Company is required to reimburse Metaldyne, when billed, for its allocated portion of the amounts due to certain Metaldyne SERP participants, as defined. At December 31, 2009, TriMas has accrued an estimated liability to Metaldyne on its reported balance sheet of approximately $4.9 million (included in the remaining $6.0 million of contractual obligations above). However, if Metaldyne is required to accelerate funding of the SERP liability, the Company may be obligated to reimburse Metaldyne up to approximately $7.3 million, which could result in future charges to the Company's statement of operations of up to $2.4 million. The Company continues to review the validity of these assertions.

        Additionally, on May 28, 2009, Metaldyne and its U.S. subsidiaries filed voluntary petitions in the United States Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. On February 23, 2010, the U.S. Bankruptcy Court confirmed the reorganization plan of Metaldyne and its U.S. subsidiaries. The Company is evaluating the impact of Metaldyne's reorganization plans on its estimated SERP obligations to Metaldyne.

        Subject to certain limited exceptions, Metaldyne and the Company retained separate liabilities associated with the respective businesses following the reorganization in June 2002. 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 (42.01% in the case of the Company and 57.99% in the case of Metaldyne) 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 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"). The Shareholders Agreement provides that the parties will vote their shares of common stock in order to cause the election to the Board of Directors of such number of Directors as shall constitute a majority of the Board of Directors as designated by Heartland. 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 shareholdersparties to sell a proportionate percentageit with certain registration rights under the Securities Act of shares of common stock in such transaction1933, as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control.amended.

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 by the disinterested members of the Company's Board of Directors. Heartland did not charge the Company any fees related to transaction services in 2010. During 2009, Heartland charged the Companyindependent directors approved fees of approximately $2.9 million for services rendered in connection with the Company's debt refinancing activities and $0.1 million for reimbursement of normal-course operating expenses. Pursuant to the advisory services agreement, the Company reimbursed Heartland $773,000 in 2009 for expenses, $591,500 of which was a pass through of third party recruiting fees and expenses recorded in 2008 in connection with the hiring of Mr. Wathen in 2009.

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 if they no longer have the right to designate one or more members of the Board. Heartland must maintain the confidentiality of any material non-public information it receives in connection with the foregoing rights. Heartland will not be paid any fees or receive any compensation or expense reimbursement pursuant to this agreement.

Relationships with Heartland

        The managing general partner of Heartland is Heartland Industrial Associates, L.L.C. One of the Company's directors, Mr. Tredwell, is the managing member of Heartland Industrial Partners, L.L.C. Mr. Valenti, the Company's Chairman, is a former advisor to Heartland and is affiliated with entities that are members of a limited liability company that owns a limited partnership interest in Heartland. Heartland has informed the Company that its limited partners include many financial institutions, private and government employee pension funds and corporations. The Company may, in the ordinary course of business, have on a normal, customary and arm's length basis, relationships with certain of Heartland's limited partners, including banking, insurance and other relations.

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis Overview

        TheIntroduction and Overview

        This Compensation Committee and management evaluated and set 2009Discussion & Analysis ("CD&A") describes the executive compensation programs in place at the contextCompany for 2010 and key elements of the Company's performance, the current global economic recession and the widespread concern over executive pay. Realizing there were many market-related forces beyond the Company's control, the Company focused on matters which it could control—Company cost structure, working capital management, cycle times and prudent deployment of capital. As a result of these actions, the Company exited 2009 as a leaner and stronger company. In 2009, despite a 20.7% decline in sales as compared to 2008, and decline in income from continuing operations, the Company reduced costs, working capital, capital expenditures and interest expense and generated free cash flow of $115.5 million.

        During 2009, the Compensation Committee and management did not raise base payprogram for its executive officers, deferred Company matching on retirement programs, revised the incentive system to more closely align bonus pay with shareholder value and utilized stock options for long term equity compensation, the value of which would be driven solely by long-term performance of the Company's common shares.

2011. Your understanding of our executive compensation program is important to the Company. The goal of this Compensation Discussion and AnalysisCD&A is to explain:

•

Our compensation philosophy for executives of the Company including our Named Executive Officers;



•

The respective roles of our Compensation Committee of the Board and management in the executive compensation process;



•

The key components of theour executive compensation program; and



•

TheHow the decisions we make in the compensation process that align with our compensation philosophy.

2010 Business Conditions and Performance Results Achieved

        The Compensation Committee and management evaluated and set 2010 executive compensation in the context of the Company's performance and plan, the current global economic outlook and the widespread concern over executive pay. During 2010, the management team continued to make significant progress on the Company's strategic initiatives.

•

2010 sales increased over 17% compared to 2009 as a result of improving demand, and more importantly, successful execution of our many growth initiatives.



•

The management team continued to drive additional productivity initiatives, as well as launch a Global Sourcing Organization in 2010 to position the Company for future savings. These productivity initiatives, combined with the lower cost structure implemented in 2009, generated

sustainable operating leverage and improved operating margins. 2010 operating profit margins improved over 320 basis points compared to 2009 levels.

•

Increased levels of profitability translated to a significant increase in income from continuing operations and an increase in earnings per share of over 150% compared to the 2009 levels.



•

Lowered operating working capital as a percentage of sales and reduced outstanding debt and related leverage ratio, resulting in record levels of cash and available liquidity.

        Throughout this Proxy Statement, the term "NamedTriMas' Named Executive Officers" ("NEOs")Officers means:

(1) the

President and CEO, CEO—David M. Wathen;



(2) the

Chief Financial Officer (CFO)—A. Mark Zeffiro;



(3) the

President, of our Packaging Systems business, Systems—Lynn A. Brooks; Brooks (President, Packaging Systems);



(4) the

President, of our Cequent Performance Products business, Products—Thomas M. Benson;Benson (President, Cequent Performance Products); and



(5) the

Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary (General Counsel)—Joshua A. Sherbin. This Proxy Statement also includes compensation information for two executives who separated from the Company in 2009, Mr. Grant H. Beard, the Company's former President and CEO, and Mr. Edward L. Schwartz, the Company's former Executive Vice President, and received certain separation payments during 2009.

Philosophy and Objectives and Overview of Key Program Elements

        Our executive compensation philosophy is to employ programs that attract and retain key leaders, deliver pay that varies appropriately with the performance results achieved, and motivate and reward executives who achieveto continuously strive to improve both our short-term and long-term corporatefinancial and financial objectives leadingoperating 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 success of the Company.longer-term.

        Our Compensation Committee workedworks closely with the Company's leadership team and particularly Mr. Wathen, who joined the Company as President and CEO in January 2009, to refine the short-term incentive structure and moreour compensation programs, to clearly articulate theits objectives of the equity-based compensation provided to executives. We will continueour executives, and to emphasize our focus on performance-based compensation whereby executives are rewarded for results that are consistent withcreate shareholder interests.value.

        The main objectives underlying thiselements of our compensation structure and how each supports our compensation philosophy are:are summarized below:

•

CompensationBase Salary must be market competitive in order to attract, retain and motivate talented executives—data from peer group companies are taken into consideration when analyzing our compensation practices;recognize individual performance, skill, knowledge, and experience.

•

Incentive compensation is intended to reward both short and long term corporate, business unit and individual performance, and align executive interests with shareholder interests.



•

Short term performance is measured by financial and operational metrics set by the Committee annually, and awards earned are paid in a combination of cash and restricted stock.



•

Long term performance is generally rewarded through equity awards granted under our equity plans, which directly link the executives' long-term income growth potential to the value of and growth in our stock price, thereby aligning executives' interests with those of our shareholders.

Compensation should have a meaningful performance component—a portion ofthat is performance-based (as opposed to fixed) increases as an executive's total compensation opportunity is linked to predefined short-term and long-term corporate and financial objectives along with an executive's individual performance. Our Compensationresponsibility increases. The Committee believes that the proportion of an officer's total compensation that is variabledependent on performance results achieved should increase as an employee'scommensurate with position level of responsibility increases; and

        Our compensation decisions with respect to 2009 reflected the above philosophy and objectives and the Company's 2009 economic performance.accountability.

Role of the Compensation Committee

        The Board-designedBoard designed governance process expressly delegates to the Compensation 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 Compensation Committee is composed entirely of independent directors, none of whom derives a personal benefit from the compensation decisions the Compensation Committee makes. Although the Compensation 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 and executive officers, including the President and Chief Executive Officer and the Chief Financial OfficerCFO and the other NEOs. The Committee's charter reflects such responsibilities and is available on the Company's website, www.trimascorp.com, in the Corporate Governance section of the Investors page. The Committee last reviewed and updated its charter on October 29, 2009.

Independent ReviewInput from Management

        Certain senior executives provide information used by the Compensation Committee in the compensation decision-making process. Specifically, our President and CEO provides input to the Committee regarding corporate and business unit performance goals and results. He also reviews with the Committee the performance of the executive officers who report directly to him, and makes recommendations to the Committee regarding their compensation. Our Chief Financial Officer also provides input and analysis regarding financial and operating results. Our Vice President, Human Resources regularly works with the Committee Chair to prepare materials for Committee discussions, and presents management's recommendations regarding program changes.

        The Committee carefully considers management's input, but is not bound by their recommendations in making its final pay program decisions.

Independent Compensation ProgramConsultant

        The Compensation Committee employshas retained an outside consulting firm Hewitt Associates LLC ("Hewitt") to advise the Compensation Committee on various executive and director compensation matters, including current compensation trends.matters. At the outset of 2010, the Committee retained Hewitt also provides objective recommendationsAssociates to provide this assistance. This consulting relationship was transitioned as to the design of ourOctober 1, 2010, when Hewitt spun-off a significant portion of its executive compensation program.practice into Meridian Compensation Partners, LLC ("Meridian"), a completely separate entity that is independent from Hewitt.

        Hewitt, reportsand now Meridian, reported directly to the Compensation Committee. Use of thisan outside consultant is an important component of the TriMas compensation setting process, as it enables the Compensation Committee to make informed decisions based on market data and best practices. The representativeRepresentatives from Hewitt telephonically attendsMeridian attend Compensation Committee meetings, meetsmeet with Compensation Committee members in executive session and consultsconsult with the members as required and providesto provide input with regard to the CEO's compensation andbased on the Committee's assessment of his performance.

        Hewitt has served as the Compensation Committee's outside consultant since 2007 and is considered to be an independent consultant. HewittMeridian has no affiliations with any of the Named Executive Officers or members of the Board other than in its role as an outside consultant. HewittMeridian does not provide any other services to the Company. All work performed by HewittMeridian, whether with the Committee directly or with management at the direction of the Committee, requires pre-approval by the Chair of the Compensation Committee.

        During 2009, Hewitt's2010, Meridian's consulting related primarily to the Company's revision of the incentive compensation structure, evaluation and modification of the Company's strategic compensation peer group, compensation structureanalysis for the PresidentNEOs and CEO,Board, and strategy regarding long term equity compensation, and design of certain compensation related policies, including the implementation of share ownership guidelines and a recoupment policy.compensation. During 2009,2010, we paid Hewitt and Meridian approximately $90,620$60,034 and $35,699, respectively, for advising the Compensation Committee on executive and director compensation matters.

The Role of Compensation Benchmarking and Peer Group Assessment

        Each componentThe Committee believes that reviewing market benchmark pay data is an important element in ensuring that the overall compensation program 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 executive compensation (see "Compensation Components" below) is compared, measuredretaining and evaluated against a peer group of companies. The Compensation Committee approves the peer group and periodically reviews and updates the companies included in that group.motivating leadership talent.

        In 2009, the Compensation Committee together with Hewittreviewed and management, reviewed the composition of the strategic peer group.

        With respect to the Company's previous strategicapproved a benchmarking peer group⁽¹⁾ the review concluded that the group lacked sufficient representation of key segment peer companies and did not adequately reflect the market that the Company looked to for competitive talent. In revising the strategic peer group, Hewitt, the Compensation Committee and management consideredincluded companies in the same or similar Global Industry Classification Standard categories as the CompanyTriMas, and that were roughly comparable to the Company in size (generally, their 2008 revenues ranged from one third of to the Company. The Companythree times TriMas' 2008 revenues). This group also identifiedincluded companies within this indentified grouping with which itTriMas competes for customers, market share, or talent. The Compensation

        This Committee approved revised strategicused the peer group isin December 2009 to benchmark pay for the Company's top five executives. Data from this analysis was used to make pay decisions for 2010 and to support pay decisions made up offor 2011.

        The Committee did delete one entity from the following 25 companies:

⁽¹⁾

In 2008, the Company considered data from two peer groups as compensation benchmark comparators. The strategicbenchmarking peer group included 15 U.S. basedin 2010 (BWAY Holding Company) because it is no longer a publicly-traded company. The following 24 companies engaged primarilyremain in manufacturing diversified products. The second peer group was comprised generally of industrial manufacturing companies who participated in Hewitt's Total Compensation Measurement database in 2007.

        Fiscal year 2008 revenues for these peer companies ranged from $511 million to $3.7 billion, with a median of approximately $1.5 billion. Based on the Company's 2008 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 fiscal year 2008.

        Twelve of the 25 companies in the revised strategic peer group were part of the Company's prior strategic peer group. Two companies from the prior strategic peer group (Harsco Corporation and SPX Corporation) were excluded due to disparity in size as compared to the Company and one (Sequa Corporation) is no longer a separate reporting company. As noted above, the companies added to the strategic peer group are engaged in industries similar to the Company, are comparable in size to the Company and more accurately reflect the market the Company assesses for its managerial and executive employees. With the realignment and expansion of the strategic peer group, the Compensation Committee determined as unnecessary further consideration of a secondary peer group comprised of entities in Hewitt's compensation reporting database. The Compensation Committee is committedplans to reviewingreview the current peer group periodically to ensure it 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 own business strategy, the business mix of the peer companies, and the availability of comparative data.

        In general, the Compensation Committee's objective is to set target compensation levels at market median with an opportunity to earn above market awards when shareholders have received above market returns. However, the Compensation Committee recognizes that it may occasionally need to set and pay target compensation above this range depending on the circumstances (for example, to address specific individual hiring or retention issues). In determining the compensation components for each NEO for 2010, the Compensation 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, tenure and 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 material elements of the Company's executive compensation packageprogram, and the purpose for each element, are as follows:

•

Base salary—Deliver a competitive level of fixed cash compensation to compensate for the primary duties of the role



•

Annual incentive—Earn additional cash and stock compensation based on the degree to which annual performance goals are met



•

Long-term incentive—Provide additional compensation potential based on equity grants that increase in 2009 werevalue as follows:stock price increases, thereby aligning the interests of executives and shareholders



•

Retirement and health/welfare benefits—Enable executives to provide for their own financial security in retirement, and provide a baseline measure of protection in cases of illness, disability or loss of life



•

Perquisites—Provide a financial benefit allowance to compensate our executives for the extraordinary demands on their time

        Each program element is further described in the following paragraphs.

        Base Salary. Base salaries for the Company's named executive officersNamed Executive Officers are established based on the scope of their responsibilities and their prior relevant background, training, and experience, and takingtake 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.peer group. The Company believes that providing competitive salaries allows the Companyis key to its ability to successfully attract and retain talented executives. An executive'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 timeEach year, the Committee considers whether to timegrant merit increases and/or market-based adjustments to realign with market levels after taking into considerationTriMas' NEOs. In so doing, it considers several factors such as individual responsibilities, performance, experience, and experience.

        Coincidentalignment with Mr. Beard's resignation from the Company on January 13, 2009, the Company hired Mr. David Wathen as his successor. The Committee established Mr. Wathen's annual salary at $675,000. The Committee evaluated market data and sought Hewitt's input in establishing Mr. Wathen's base pay.

        Based on the economic uncertainty in the economy and at the Company in 2009, the Company implemented various tactics to improve profit and productivity such as headcount reductions, a salaried hiring freeze, deferral of merit increases and 401(k) matching contributions, and staffing furloughs. Further to these actions, the NEOs did not receive merit base pay increases in 2009.levels.

        Based on continued operational improvement and individual performance, the Compensation Committee approved on February 26, 2010, 2010 annual base salaries for the following namedsalary adjustments in 2010:

Additional detail regarding the increase and resulting salary level for each executive officers, with effect from July 1, 2010: is described below:

•

President Chief Executive Officer—$691,875; Chief Financial Officer $400,000; President, Packaging Systems—$430,500;& CEO: General merit increase to reflect market movement.



•

CFO: Increase to recognize general market movement and Vice President, General Counsel and Corporate Secretary—$370,000. Management will review the 2010 base salary for Mr. Benson, the increased responsibility of position.



•

President, Cequent Performance Products, priorProducts: General merit increase to reflect market movement.



•

President, Packaging Systems: Merit increase in line with market movement, and 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.

•

General Counsel: Increase to recognize general market movement and increased responsibility of position.

The Committee has also approved the following salary levels to become effective July 1, 2010.2011:

        The 2011 increases represent increases in line with merit assessments and general market movement for the respective positions.

20092010 TriMas Incentive Compensation Plan

        In 2009,The goal of the Company employed a redesigned annual incentive plan, known as the TriMas Corporation Incentive Compensation Plan ("ICP") is to focussupport our overall business objectives by aligning corporate, business unit and individual performance with the goals of shareholders and focusing attention on the key measures of success. The Plan is designed to accomplish this goal by providing the opportunity for additional cash or stock-based rewards when pre-established performance goals are achieved. The ICP also plays a broader arraykey role in ensuring that our annual cash compensation opportunities remain competitive.

        Target awards. Each of keyour NEOs has a target bonus opportunity for the plan year that is expressed as a percentage of base salary. Target awards for 2010 are shown in the following chart:

        Based on the performance results achieved, actual awards generally can vary as a percent of target from a threshold of 0% to a maximum of 212.5% for participants at the Company-wide level, and from 0% to 200% for business metrics tied tounit participants.

        Consistent with the critical objectivesICP program design, all ICP participants, including the NEOs, whose target awards exceeded $20,000, receive 80% of the Company.awards earned in cash and 20% of the award value in the form of a restricted stock award in March 2011. The Incentive Compensation Plan appliesrestricted stock will vest on the first anniversary of the grant date. This program feature permits the ICP to reward shorter-term performance and encourages longer-term employee retention.

        Performance measures. The ICP measures Company-wide performance indicators to Company employeesdetermine bonuses earned by participants with corporate-wide responsibility, including the Presidentresponsibilities. Messrs. Wathen, Zeffiro and Chief Executive Officer, Chief Financial Officer and Vice President, General Counsel and Corporate Secretary. Incentive Compensation Plan participantsSherbin can earn bonuses based on achieving Company-wide performance goals. Participants with

business unit level responsibility are assessed on performance metrics that evaluate solely the performance of the participant's business unit. Messrs. Benson and Brooks can earn bonuses based on the performance results achieved by each of their respective business units.

        The following keyEach year, the Compensation Committee approves the specific performance metrics on a Company-wide basisfor that year's program, and their relative weighted payment under the 2009 TriMas Incentive Compensation Plan applied to employees with Company-wide responsibility:

•

Sales and Operating Profit—40%

Sales and operating profit reflects the Company's operating performance, and is considered a key measure of the Company's business performance. It is measured by computing operating profit (excluding certain cash and non-cash recurring charges) as a percentage of net sales.

•

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 measures liquidity and leverage over each quarter, based on its actual bank leverage ratio as compared to covenant requirements, and determines payoutweightings based on the average achievement over the year against these requirements, with payout increasing proportionatelyimportance of that measure to the sizeCompany for the year. The target level for each performance metric is the center of the cushion between actual resultsplan and bank requirements.

•

Earnings per Share—15%

Compounded annual growth in earnings per share (EPS) is an important indicatorif attained will pay out at 100% of the Company's successful strategic growth.metric. The threshold is the lowest level of EPS achieved, on a diluted basis from continuing operations and adjusted to exclude the after tax impact of certain non-recurring charges, drives the payout of this component.

•

Return on Net Tangible Assets—10%

Return on net tangible assets measures improved returns over the Company's capital spending and overall annual asset base through strategic decisions, and focuses the Company's senior management, including the NEOs, on the disciplined use of the Company's capital resources. Return on net tangible assets is computed based on operating profit divided by tangible assets, each determined on a continuing operations basis.

•

Personal Objectives—20%

Each participant, including the NEOs with Company-wide focus, is assessed qualitatively and quantitatively on achievement of personal objectives unique to the participants function and responsibility within the Company. 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 Compensation Committee.

        At the business unit level, including with respect to the President, Packaging Systems and President, Cequent Performance Products, the key metrics assessed under the 2009 TriMas Incentive Compensation Plan, and their relative weights, are based on the following indicators at the business unit level:

•

Sales and Operating Profit—40%



•

Cash Flow from Operations—20%



•

Inventory Turns—20%



•

New Markets/Products or Fixed Cost Reductions (depending on the business unit)—5%



•

Personal Objectives—15%

        At the business unit level, each of these metrics was assessed with regard to the business unit leader's own business unit. Measuring business unit leadership solely on the performance of the business unit relevant to that leadership group—rather than on the basis of overall Company

performance—focuses business unit leadership on optimizing their own performance. The 2009 business unit level metrics emphasize criteria relevant to business unit performance instead of overall Company performance. Accordingly, the business unit indicators include cash flow from operations, inventory turns and new markets/products/fixed cost reductions instead of the Company-wide criteria of liquidity/leverage margins, earnings per share and return on net tangible assets.

        Each participant in the TriMas Incentive Compensation Plan is assigned a target award that can be expressed as a specified dollar figure. With respect to the NEOs, the assigned target awards for 2009 are as follows:

•

President and Chief Executive Officer—$675,000



•

Chief Financial Officer—$252,000



•

President, Packaging Systems—$271,000



•

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



•

President, Cequent Performance Products—$150,000

        The dollar value for the weight for each metric is equivalent to the weight expressed as a percent times multiplied by the target dollar value of the participant's Incentive Compensation Plan target award. To the extent performance against a metric exceeds the stated target, the Incentive Compensation Plan provides for payment in excess of the allocated weight up to 2.0 times the target weighting, except with respect to credit for achievement of personal objectivesbelow which cannot receive more than 1.25 times the target weight. Any variance from the target or target weight is in accordance with a matrix approved by the Compensation Committee that specifies the discount or multiplier to be applied consistent with actual 2009 results.

        Based on the degree to which actual performance results exceed the target goals, the 2009 Incentive Compensation Plan payouts can increase above target levels to an aggregate maximum of 185% of the target award for Company-wide plan participants and 189% of the target award for strategic business unit participants. However, no payment is made for any award component whenthat specific component. If performance under a metric is between the identified threshold and the maximum, the actual performance for that component falls below an identified percentage forpayout is determined based on the relevant objective (50% or 60%achievement of milestones within the target award,matrix, with the distance between the milestones determined on a facts and circumstances basis depending on the metric). Thisbusiness unit and respective metric.

        Company-wide Performance Measures. The following Company-wide performance leverage further supportsmetrics were selected for the Compensation Committee's belief that a significant percentage of executive compensation should vary commensurate2010 ICP for employees with the performance results achieved.

        The 2009 Incentive Compensation Plan targets and relative performance at the Company-wide level are as follows:

        With respect to the 2009 Incentive Compensation Plan Company-wide results detailed above:responsibility:

•

Sales / Profitability:  Company sales / profitability totaled $803.7 million / 9% as compared to the target of $890.9 million / 9.0%. As the minimum sales / profitability figure for Incentive Compensation Plan payout was not achieved, participants earned 0% of the 40% attributable to this target.



•

Leverage/ Liquidity:  The Incentive Compensation Plan performance metric target for leverage/liquidity was 0.4 times and the actual leverage/liquidity result for 2009 was 1.03 times giving rise to a payout of two times the targeted 15% for that objective.



•

EPS:  The Incentive Compensation Plan 2009 earnings per share target was $0.72. The actual earnings per share was $0.95 resulting in a payout of two times the targeted 15% allocated to this measure.



•

Return on Net Tangible Assets:  The 2009 Incentive Compensation Plan targeted corporate return on net tangible assets target of 13.6%. Based on the actual return on net tangible assets of 15.3%, participants received 1.5 times the targeted 10% allocated to this metric.



•

Personal Objectives.  Prior to calculation of the payout on the personal objective component of the 2009 Incentive Compensation Plan, the Compensation Committee completed its review of Mr. Wathen's performance in 2009. Similarly, Mr. Wathen completed his review of the Company's executive officers and shared the same with the Compensation Committee. Based on the performance of the Company in 2009 and the contributions of each of Messrs. Wathen, Zeffiro and Sherbin toward that that performance, each received 1.25 times the targeted weight for the personal objectives component.

        Based on the 2009 Company-wide results and the 2009 Incentive Compensation Plan metrics, Mr. Wathen's bonus was $675,000, Mr. Zeffiro earned $252,000 and Mr. Sherbin received $175,000, equivalent in each instance to 100% of the participant's bonus target.

        With respect to the Packaging Systems business and Cequent Performance Products business for purposes of 2009 Incentive Compensation Plan payouts for Messrs. Brooks and Benson, respectively, the Company looked to the 2009 performance of each business against the metrics stated in the business unit 2009 Incentive Compensation Plan.

        For the Packaging Systems business, the 2009 results and related payouts by metric are as follows:

•

Sales / Profitability exceeded the target resulting in a payout of 1.72 times the 40% allocated to this target.



•

Operating Cash Flow exceeded target resulting in a payout of 2.0 times the 20% attributable to this measure.



•

Inventory Turns were consistent with target giving rise to a payout equal to the 20% target for this measure.



•

New Products / Markets performance totaled 1.5 times the 5% target for this metric.



•

Personal objective. As evidenced by Mr. Brooks leading the Packaging Systems business to a year in which all incentive compensation metrics were met or significantly exceeded, the Compensation Committee approved Mr. Wathen's recommendation to pay Mr. Brooks' personal objective component at 1.25 times the 15% allocated to the measure.

        Based on the roll-up of the payout on each of the metrics for the Packaging Systems business, Mr. Brooks earned a 2009 bonus in the amount of $420,294 which is equal to 155% of his bonus target.