SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED SHAREHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of the Common Stock as of the Record Date by:

each person known by us to beneficially own more than 5% of the Common Stock;

each of the Company’s ~~Directors~~directors and ~~Director~~director nominees;

each of the NEOs; and

all of the Company’s ~~Directors~~directors and executive officers as a group.

The percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares, (i) voting power, which includes the power to vote or to direct the voting of the security, (ii) investment power, which includes the power to dispose of or to direct the disposition of the security, or (iii) rights to acquire Common Stock that are currently exercisable or convertible, or will become exercisable or convertible within 60 days of the Record Date. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. As of the Record Date, the Company had ~~45,224,854~~45,711,986 shares outstanding.

Shares Beneficially
Owned
Name and Beneficial Owner Number Percentage
FMR LLC⁽¹⁾
3,632,658
8.0 %
245 Summer Street, Boston, Massachusetts 02210
William Blair & Company, L.L.C.⁽²⁾
3,247,425
7.2 %
222 West Adams Street, Chicago, IL 60606
BlackRock, Inc.⁽³⁾
2,667,934
5.9 %
40 East 52nd Street, New York, NY 10022
The Vanguard Group⁽⁴⁾
2,488,057
5.5 %
100 Vanguard Blvd, Malvern, PA 19355
Champlain Investment Partners, LLC⁽⁵⁾
2,334,280
5.2 %
180 Battery St., Burlington, Vermont 05401

Thomas M. Benson⁽⁶⁾⁽⁷⁾
42,690
— %
Lynn A. Brooks⁽⁶⁾⁽⁷⁾
60,116
— %
Marshall A. Cohen⁽⁶⁾⁽⁷⁾
65,218
— %
Richard M. Gabrys⁽⁶⁾⁽⁷⁾
42,382
— %
Nancy S. Gougarty⁽⁶⁾⁽⁷⁾
2,976
— %
Eugene A. Miller⁽⁶⁾⁽⁷⁾
68,854
— %
Joshua A. Sherbin⁽⁶⁾⁽⁷⁾
62,110
— %
Nick L. Stanage⁽⁶⁾⁽⁷⁾
2,976
— %
Daniel P. Tredwell⁽⁶⁾⁽⁷⁾
6,424
— %
Samuel Valenti III⁽⁶⁾⁽⁷⁾
63,382
— %
David M. Wathen⁽⁶⁾⁽⁷⁾
518,958
1.1 %
A. Mark Zeffiro⁽⁶⁾⁽⁷⁾
71,779
— %
All executive officers and directors as a group (13 persons)⁽⁶⁾⁽⁷⁾
1,079,963
2.4 %



	Shares Beneficially Owned
Name and Beneficial Owner	Number	Percentage
Wellington Management Group LLP⁽¹⁾	4,785,516	10.5	%
280 Congress Street, Boston, MA 02210
FMR LLC⁽²⁾	3,971,487	8.7	%
245 Summer Street, Boston, MA 02210
The Vanguard Group⁽³⁾	3,483,261	7.6	%
100 Vanguard Blvd, Malvern, PA 19355
Champlain Investment Partners, LLC⁽⁴⁾	2,872,785	6.3	%
180 Battery Street, Burlington, VT 05401
BlackRock, Inc.⁽⁵⁾	2,801,048	6.1	%
55 East 52nd Street, New York, NY 10055
Fiduciary Management, Inc.⁽⁶⁾	2,513,010	5.5	%
100 E. Wisconsin Ave., #200, Milwaukee, WI 53202
Dimensional Fund Advisors LP⁽⁷⁾	2,431,150	5.3	%
Bldg. One, 6300 Bee Cave Rd., Austin, TX 78746
First Manhattan Co.⁽⁸⁾	2,392,961	5.2	%
399 Park Avenue, New York, NY 10022
Goldman Sachs Asset Management⁽⁹⁾	2,312,140	5.1	%
200 West Street, New York, NY 10282
Thomas A. Amato^(10)(11)	55,679	—	%
Richard M. Gabrys^(10)(11)	60,043	—	%
Nancy S. Gougarty^(10)(11)	22,291	—	%
Colin E. Hindman^(10)(11)	6,007	—	%
Eugene A. Miller^(10)(11)	98,098	—	%
Herbert K. Parker^(10)(11)	22,837	—	%
Joshua A. Sherbin^(10)(11)	105,397	—	%
Nick L. Stanage^(10)(11)	21,815	—	%
Daniel P. Tredwell^(10)(11)	20,658	—	%
Samuel Valenti III^(10)(11)	27,616	—	%
David M. Wathen^(10)(11)	118,939	—	%
Robert J. Zalupski^(10)(11)	85,659	—	%
All executive officers and directors as a group (12 persons)^(10)(11)	645,039	1.4	%

⁽¹⁾

Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 9, 2017 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP (“Wellington”). As of December 31, 2016, Wellington had shared voting power with respect to 3,738,200 shares of Common Stock and shared dispositive power with respect to 4,785,516 shares of Common Stock.


⁽²⁾	Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 14, ~~2014~~2017 by FMR LLC. As of December 31, ~~2013, Fidelity Management & Research Company, a wholly-owned subsidiary~~2016, FMR LLC had sole voting power with respect to 86,856 shares of

FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, had sole voting power with respect to 459,634 shares of Common Stock and sole dispositive power with respect to 3,632,658 Common Stock and sole dispositive power with respect to 3,971,487 shares of Common Stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. ~~Fidelity SelectCo, LLC, a~~wholly-owned subsidiary of FMR LLC, is the beneficial owner of 324,934 shares of Common Stock, as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Pyramis Global Advisors Trust Company, is an indirect wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 459,439 shares of Common Stock, as a result of its serving as investment manager of institutional accounts owning such shares.


⁽²⁾	~~Information contained in the columns above is as of December 31, 2013 and based on a report on Schedule 13G/A filed with the SEC on February 6, 2014 by William Blair & Company, LLC.~~

⁽³⁾

Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on ~~January 30, 2014~~February 13, 2017 by ~~BlackRock,~~The Vanguard Group, Inc. (“~~BlackRock”~~Vanguard Group”). As of December 31, ~~2013 BlackRock~~2016, Vanguard Group had sole voting power with respect to ~~2,532,425~~54,034 shares of Common Stock, ~~and~~ sole dispositive power with respect to ~~2,667,934~~3,425,694 shares of Common Stock, shared voting power with respect to 5,979 shares of Common Stock, and shared dispositive power with respect to 57,567 shares of Common Stock. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 51,588 shares of Common Stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 8,425 shares of Common Stock as a result of its serving as investment manager of Australian investment offerings.

⁽⁴⁾

Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February ~~12, 2014~~14, 2017 by ~~The Vanguard Group, Inc.~~Champlain Investment Partners, LLC (“~~Vanguard Group”~~Champlain Investment”). As of December 31, ~~2013 Vanguard Group~~2016, Champlain Investment had sole voting power with respect to ~~62,880~~1,980,460 shares of Common Stock and sole dispositive power with respect to ~~2,428,477~~2,872,785 shares of Common Stock.


⁽⁵⁾	Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on January 27, 2017 by BlackRock, Inc. (“BlackRock”). As of December 31, 2016 BlackRock had sole voting power with respect to 2,700,016 shares of Common Stock and ~~shared~~sole dispositive power with respect to ~~59,580~~2,801,048 shares of Common Stock. ~~Vanguard~~

⁽⁶⁾

Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 14, 2017 by Fiduciary ~~Trust Company,~~Management, Inc. (“Fiduciary Management”). As of December 31, 2016 Fiduciary Management had sole voting power with respect to 2,164,160 shares of Common Stock and sole dispositive power with respect to 2,513,010 shares of Common Stock.

⁽⁷⁾

Information contained in the columns above and this footnote is based on a ~~wholly-owned subsidiary~~report on Schedule 13G filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP (“Dimensional Fund”). As of ~~Vanguard Group, is the beneficial owner~~December 31, 2016, Dimensional Fund had sole voting power with respect to 2,352,045 shares of ~~59,580~~Common Stock and sole dispositive power with respect to 2,431,150 shares of Common Stock as a result of ~~its serving~~acting as investment ~~manager~~adviser to various investment companies registered under the Investment Company Act of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 3,300 shares of Common Stock as a result of its serving as investment manager of Australia investment offerings.1940.

⁽⁵⁾⁽⁸⁾

Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February ~~26, 2014~~10, 2017 by ~~Champlain Investment Partners, LLC~~First Manhattan Co. (“~~Champlain Investment”~~First Manhattan”). As of December 31, ~~2013 Champlain Investment~~2016, First Manhattan had sole voting power with respect to ~~1,654,505~~365,525 shares of Common Stock, ~~and~~ sole dispositive power with respect to ~~2,334,280~~365,525 shares of Common Stock, shared voting power with respect to 1,905,321 shares of Common Stock, and shared dispositive power with respect to 2,027,436 shares of Common Stock.

⁽⁶⁾⁽⁹⁾

~~For Messrs. Benson, Brooks, Cohen, Gabrys, Miller, Valenti~~Information contained in the columns above and ~~Wathen,~~this footnote is based on a report on Schedule 13G filed with the ~~number set~~SEC on January 27, 2017 by Goldman Sachs Asset Management, L.P., together with GS Investment Strategies, LLC (“Goldman Sachs”). As of December 31, 2016, Goldman Sachs had shared voting power with respect to 2,178,040 shares of Common Stock and shared dispositive power with respect to 2,312,140 shares of Common Stock.

⁽¹⁰⁾

Set forth in the table includes options to purchase ~~12,500, 22,333, 26,000, 25,000, 26,000, 50,000 and 66,667~~ shares ~~respectively,~~ granted under the Company’s ~~2002 and~~ 2006 ~~Long Term Equity Incentive Plans,~~Plan, that are currently ~~exercisable; and~~exercisable. See below for Messrs. Benson, Brooks, Cohen, Gabrys, Miller, Sherbin, Stanage, Tredwell, Valenti, Wathen, Zeffiro and Ms. Gougarty, the number set forth in the table includes 10,002, 12,539, 2,976, 2,976, 2,976, 17,533, 2,976, 2,976, 2,976, 73,443, 27,235 and 2,976 restricted shares of Common Stock, respectively, awarded under the 2006 Long Term Equity Incentive Plan and/or 2011 Omnibus Equity Incentive Compensation Plan.further detail.



	Amato	Gabrys	Gougarty	Hindman	Miller	Parker	Sherbin	Stanage	Tredwell	Valenti	Wathen	Zalupski
Stock Options	—	28,427	—	—	28,427	—	—	—	—	—	—	—


^(7)(11)	~~Except for Mr. Wathen, each~~Each director and NEO owns less than one percent of the outstanding shares of the Common Stock and securities authorized for issuance under equity compensation plans.

Equity Compensation Plan Information


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)	Number of securities to be issued upon exercise of outstanding options, warrants, and rights⁽¹⁾(a)	Weighted-average exercise price of outstanding options, warrants, and rights⁽²⁾(b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)⁽³⁾) (c)
Equity compensation plans approved by security holders	342,448	$	9.92	2,501,406	1,107,069	$	13.19	832,529
Equity compensation plans not approved by security holders	—	—		—	—	—		—


⁽¹⁾	The number of shares reported may overstate dilution due to the inclusion of performance-based awards.


⁽²⁾	Restricted stock units and performance-based awards are not taken into account in the weighted-average exercise price as such awards have no exercise price.

⁽³⁾

As of December 31, ~~2013,~~2016, includes ~~344,620~~ shares available for future issuance under the ~~2006 Long Term Equity Incentive Plan and 2,156,786 shares available for future issuance under the~~Amended 2011 ~~Omnibus Incentive Compensation~~ Plan. Number of shares available for future issuance assumes ~~target~~maximum achievement for all existing performance-based ~~awards.~~awards where performance attainment had not been determined.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, officers, and greater than 10% shareholders (if any) to file reports of ownership and changes in ownership with respect to our securities with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers, and greater than 10% shareholders regarding the necessity of filing reports. We believe that all of our officers, directors, and greater than 10% shareholders complied with all applicable Section 16(a) filing requirements for ~~2013~~2016 with respect to the Company.

Executive Officers

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



Name	Age	Title
~~David M. Wathen~~Thomas A. Amato	6153	Director, President and Chief Executive Officer
~~A. Mark Zeffiro~~Robert J. Zalupski	4858	~~Executive Vice President and~~ Chief Financial Officer
~~Thomas M. Benson~~	58	~~President - Cequent Performance Products~~
~~Lynn A. Brooks~~	60	~~President - Packaging Systems~~
Joshua A. Sherbin	5054	Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary
~~Robert J. Zalupski~~	55	~~Vice President Finance, Corporate Development and Treasurer~~

~~David M Wathen.~~Thomas A. Amato. Business experience provided under “Director and Director Nominees.”

~~A. Mark Zeffiro.~~ Mr. Zeffiro was appointed chief financial officer of the Company in June 2008, and executive vice president in May 2013. Prior to joining the Company, Mr. Zeffiro held various financial management and business positions with General Electric Company, a diversified technology and financial services company (“GE”), and Black and Decker Corporation, a global manufacturer of quality power tools and accessories, hardware, home improvement products and fastening systems (“Black & Decker”). From 2004, during Mr. Zeffiro’s four-year tenure with Black & Decker, he was vice president of finance for the global consumer product group and Latin America. In addition, Mr. Zeffiro was directly responsible for and functioned as general manager of Black and Decker’s factory store business unit. 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. 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, an automotive manufacturer and financial vehicle services company, from 1978 to 1984.

~~Lynn A. Brooks.~~ Mr. Brooks has been president of the Packaging Systems business since 1996. He joined Rieke Corporation, today part of the Packaging Systems business, in 1978. Prior to his current position, his responsibilities at Rieke included assistant controller, corporate controller, and vice president-general manager. Before joining Rieke, he served with Ernst & Young, a global leader in assurance, tax, transactions and advisory services, 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 2005, and vice president and chief compliance officer in May 2008, prior to which he was employed as the North American corporate counsel and corporate secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was senior counsel, assistant corporate secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with the law firm Butzel Long in its general business practice.

Robert J. Zalupski. Mr. Zalupski was appointed the Company’s chief financial officer in January 2015. Previously, he served as vice president, finance and treasurer inof the Company since 2003 and assumed responsibility for corporate development in March 2010. He joined the Company as director of finance and treasury in 2002, prior to which he worked in the Detroit office of Arthur Andersen. From 1996 through 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 1996,

Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately held clients in a variety of industries.

Joshua A. Sherbin. Mr. Sherbin was appointed the Company’s general counsel and corporate secretary in 2005, vice president and chief compliance officer in May 2008, and senior vice president in March 2016. Prior to joining the Company, he was employed as the North American corporate counsel and corporate secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was senior counsel, assistant corporate secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with the law firm Butzel Long in its general business practice.

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 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~~president and ~~Chief Executive Officer~~chief executive officer and the Chair of the Corporate Governance and Nominating Committee if any actual or potential conflict of 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 contains 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.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion &and Analysis (“CD&A”) describes and analyzes the executive compensation program in place at the Company for our NEOs for ~~2013 and key changes to the program for 2014.~~ 2016, which NEOs are:


(1)	Thomas A. Amato - President and Chief Executive Officer;


(2)	Robert J. Zalupski - Chief Financial Officer;


(3)	Joshua A. Sherbin - Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary;


(4)	David M. Wathen - Former President and Chief Executive Officer (served until July 25, 2016); and


(5)	Colin E. Hindman - Former Vice President, Human Resources (served until December 31, 2016).

Your understanding of our executive compensation program is important to the Company. The goal of this CD&A is to explain:

Our compensation philosophy and objectives for our ~~NEOs;~~NEOs in 2016;

The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant, and management in the ~~2013~~2016 executive compensation process;

The key components of our ~~2013~~2016 executive compensation program and the successes and achievements our program is designed to reward; ~~and~~

How the decisions we ~~make~~made in the 2016 executive compensation process align with our executive compensation philosophy and ~~objectives.~~objectives; and

~~Throughout this CD&A, TriMas’ Named Executive Officers or NEOs means:~~How our NEOs’ 2016 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests.


~~(1)~~	~~David M. Wathen - president and chief executive officer - (“CEO”);~~


~~(2)~~	~~A. Mark Zeffiro - executive vice president and chief financial officer - (“CFO”);~~


~~(3)~~	~~Joshua A. Sherbin - vice president, general counsel, chief compliance officer and corporate secretary - (“General Counsel”);~~


~~(4)~~	~~Lynn A. Brooks, president - Packaging Systems - (“President - Packaging Systems”); and~~


~~(5)~~	~~Thomas M. Benson, president - Cequent Performance Products - (“President - Cequent Performance Products”).~~

~~2013~~2016 Executive Summary

Philosophy and Objectives of Executive Compensation Program

Our executive compensation philosophy is to employ programs that help attract and retain key leaders, motivate executives to continuously strive to improve both our short-term and long-term financial and operating positions, and reward financial and operating achievement by delivering pay that varies appropriately with the actual performance results achieved. Our objectives are to align our executives’ compensation interests with the investment interests of our shareholders and encourage our executives to make decisions that will increase shareholder value over the longer-term. The Company attempts to achieve its philosophy and objectives by establishing performance criteria for its executive officers and by linking compensation to financial performance goals.

~~2013~~

2016 Update

2016 was a year of transition and significant change across TriMas. In July 2016, Thomas Amato was appointed president and chief executive officer, succeeding David Wathen. During the second half of the year, the Company launched the new TriMas Business Model with increased business connectivity and improved analytics to drive future performance. We believe that these changes, as well as refinement of the Company’s strategies, will position TriMas for future earnings expansion and enhanced returns.

Our actions taken during the year demonstrated our efforts to continuously improve our Company, as we invested in many growth and productivity programs in our businesses. Despite these positive initiatives, we continued to face a weak macroeconomic environment, most notably in our energy-facing and industrial end markets, as well as the unfavorable impact of currency exchange. To offset the overall sales decline, we initiated continued cost-cutting and restructuring efforts across all of our businesses to help mitigate the end market pressures and maintain profitability.

During 2016, the management team achieved the following, as detailed below:

Mitigated the impact of an 8.1% sales decline through the implementation of continued cost savings initiatives;

Successfully completed the Company’s Financial ~~Highlights~~Improvement Plan, announced in September 2015, to mitigate the impact of macroeconomic weakness with targeted cost actions yielding approximately $22 million of annual run-rate savings;

~~Over the past several years, we have made significant progress toward our strategic aspirations which include high single digit~~Achieved sales growth ~~earnings per share (“EPS”) growth at~~in our Packaging business as a ~~higher rate than~~result of our organic initiatives;

Continued to proactively reduce costs in our energy-facing businesses which were impacted by reduced sales related to lower oil-related activity;

Generated $80.5 million of cash flow from operating activities, and continued to invest in capital growth and continued optimization of our capital structure. With these aspirations in mind, we achieved a five-year sales compound annual growth rate (“CAGR”) (fiscal year 2009 - fiscal year 2013) of more than 15%, and a five-year EPS CAGR of approximately 50%. Over that same time period, we lowered ourproductivity programs;

Decreased total debt ~~from $630~~10.7% to $374.7 million as of December 31, ~~2008~~2016, as compared to ~~$306~~$419.6 million as of December 31, ~~2013.~~

~~In 2013, we reported record net sales of~~ ~~$1.395 billion, an increase of~~ ~~9.6%~~,2015. We ended 2016 with ~~sales growth in five of our six segments. During 2013, the management team continued to make progress on our strategic initiatives, as highlighted in the specific accomplishments detailed below:~~

~~Increased sales due to new product introductions, market share gains and geographic expansion, as well as acquisitions;~~

Continued to refine the business portfolio to support our strategic initiatives, including completing 10 bolt-on acquisitions during 2013 to expand our geographic presence, product portfolio and customer base, for approximately ~~$105.8~~$147.2 million~~, net of cash acquired, and divesting the non-core assets of the European rings and levers business for approximately $10.3 million;~~

Issued 5,175,000 shares of common stock with net proceeds of $174.7 million in September 2013 to support future revenue and earnings growth including bolt-on acquisitions and capital expenditures in support of growth and productivity initiatives;

~~Continued to optimize the debt structure in October 2013 to further reduce future interest rates, extend maturities and increase available liquidity. In 2013, reduced total indebtedness from~~ ~~$422.4 million~~ ~~as of~~ ~~December 31, 2012~~ to ~~$305.7 million~~ ~~as of~~ ~~December 31, 2013, while reducing interest expense by almost 50% as compared to 2012. TriMas ended~~ ~~2013~~ ~~with the lowest leverage ratio since going public in 2007 and with~~ ~~$387.3 million~~ of cash and aggregate availability under ~~its~~our revolving credit and accounts receivable facilities;

and

Continued to invest in a flexible manufacturing footprint to optimize manufacturing costs long-term, add ~~necessary~~additional capacity, and enhance customer ~~service and support future growth;~~service.

~~Expanded geographic reach~~We remain focused on generating profitable growth, enhancing profit margins, optimizing capital and ~~related sales into China, Thailand, Singapore, Brazil~~resource allocation, increasing our cash flow and ~~several European countries;~~returns, and striving to be a great place for our employees to work.

~~Generated increased levels of Cash Flows from Operating Activities for~~ ~~2013~~ ~~of $87.6 million, and continued to invest in capital expenditures, working capital in acquisitions, and future growth and productivity programs; and~~

The management team also continued to drive productivity and lean initiatives across the organization. The savings realized from these actions enabled us to fund our growth initiatives and to offset inflationary cost increases.

~~These accomplishments during 2013 led to another successful year and we believe will drive future long-term growth and earnings expansion.~~

Executive Compensation Best Practices

Below we highlight certain executive compensation practices that support the needs of our business, drive performance, and align with our shareholders’ long-term interests. A summary of what we do and do not do in that regard follows.

Effective Corporate Governance Reinforces Our Compensation Program




	WHAT WE DO		WHAT WE DON’T DO
ü	Pay for Performance - We tie pay to performance. The majority of NEO pay is not ~~guaranteed. We set~~guaranteed but is generally conditioned upon the achievement of pre-determined financial goals ~~for~~related to corporate and business unit performance.	û	No Employment Contracts - We do not have employment contracts ~~for~~with our NEOs.
ü	Mitigate Undue Risk - Our compensation practices are designed to discourage excessive risk-taking as related to performance and payout under our compensation programs.	û	No Excise Tax Gross-Ups Upon ~~Change-of- Control~~Change-of-Control - We do not provide for excise tax gross-ups on change-of-control payments.
ü	Reasonable Executive Severance/Change-of-Control ~~Policy~~Benefits - ~~We believe we have reasonable~~Our post-employment and change-of-control ~~provisions.~~ severance benefits are designed to be consistent with competitive market practice.	û	No Repricing Underwater Stock Options or Stock Appreciation Rights Without ~~Stockholder~~Shareholder Approval - We do not permit underwater stock options or stock appreciation rights to be repriced without ~~stockholder~~shareholder approval.
ü	Share Ownership Guidelines - Our ~~expectations~~guidelines for stock ownership align executives’ interests with those of our ~~shareholders and all of the NEOs have~~shareholders. Each NEO has exceeded ~~their targets.~~this stock ownership requirement.	û	No ~~Pledging or~~ Hedging Transactions or Short Sales Permitted and Restrictions on Pledging- Our policies prohibit executives, including the NEOs, and directors from ~~pledging or~~ engaging in hedging or short sales and limit executives, including NEOs, and directors from pledging with respect to the Company’s Common Stock.
ü	Regular Review of Share Utilization - We evaluate share utilization by reviewing the dilutive impact of equity compensation on our shareholders and the aggregate shares awarded annually as a percentage of total outstanding shares.
ü	Review Tally Sheets - The Committee reviews tally sheets for our NEOs to ensure they have a clear understanding of the impact of various decisions, including possible payments under various termination scenarios prior to making annual executive compensation decisions.
ü	Double Trigger Change-of-Control Severance Benefits - Our Executive Severance/Change-of-Control Policy ~~calls~~provides for payment of cash severance and vesting of equity awards after a change-of-control only if an executive experiences a qualifying termination of employment within a limited period following the ~~change-of-control and is involuntarily terminated.~~ change-of-control.
ü	Independent Compensation Consulting Firm - The Committee benefits from its utilization of an independent compensation consulting firm which provides no other services to the Company.

2739

Summary of Key Compensation Decisions and Outcomes for ~~2013~~2016

The key decisions the Committee made ~~during 2013~~for 2016 are summarized below and discussed in greater detail in the remainder of this CD&A:

Base Salary Adjustments

The Committee approved a 10% base salary ~~adjustments~~increase for ~~three of our NEOs, ranging from 3%~~Mr. Zalupski to ~~7%,~~align pay with the market median and established base pay for Mr. Amato below the peer group regressed median to ~~recognize individual performance and general market movement.~~provide the Committee with flexibility in making future pay decisions.

Short-Term Incentive Program

~~Company-Wide:~~

~~The Committee changed~~For fiscal year 2016, the ~~weighting of the metrics used in the Company-wide~~ short-term incentive program (“STI”) for ~~2013 in which~~our NEOs was subject to initial funding based on achievement of a threshold level of recurring operating profit. The Committee then utilized the ~~CEO, CFO,~~following underlying performance measures and ~~General Counsel participated.~~

~~Each of the respective~~ weightings for ~~our Sales/Profitability~~the year: sales at 20%, operating profit margin at 20%, cash flow at 30%, and ~~Earnings Per Share metrics increased from 35% to 40% to align with our strategic imperatives.The weighting for our Cash Flow metric was reduced to 20%~~earnings per share (“EPS”) at 30%.

~~The Committee increased the 2013 target award for Mr. Sherbin (from 50% to 60% of his base salary) to further emphasize performance-based pay.~~ The target incentive award percentages for Messrs. Sherbin, Wathen, and Hindman remained unchanged from 2015. Mr. Zalupski’s target incentive award percentage increased from 60% to 65% of his base salary for 2016 to more closely align his target incentive with the ~~CEO and CFO remained~~market median. Mr. Amato did not participate in our STI for 2016 due to joining the ~~same as~~Company in ~~2012.~~July 2016. As a result of Mr. Wathen’s departure from the Company, his STI payout was pro-rated from the beginning of the year to July 25, 2016.

Based on ~~Company-wide 2013~~Company 2016 performance, the ~~short-term incentive program attainment~~initial funding threshold was ~~84.2%~~satisfied. The 2016 STI payout was earned at 65.2% of target, and payouts of these incentives occurred in early 2014. Amounts earned varied by metric, from a low of 65% of target for Sales/Profitability to a maximum of 99% of target for EPS, based on actual performance results.

~~Packaging Systems:~~

~~No changes were made from 2012 to the metrics and weightings used in the Packaging Systems’ 2013 short- term incentive program.~~

~~The target incentive award for the President - Packaging Systems remained the same as in 2012.~~

Based on Packaging Systems’ 2013 performance, the short-term incentive plan attainment was 160% of target, and payout of this incentive occurred in early 2014. Amounts earned varied by metric, from a low of 80% of target for % New Products/Product Growth to a maximum of 200% of target for Cash Flow and Productivity based on actual performance results.

~~Cequent Performance Products:~~

~~No changes were made from 2012 to the metrics and weightings used in the Cequent Performance Products’ 2013 short-term incentive program.~~

~~The target incentive award for the President - Cequent Performance Products remained the same as in 2012.~~

Based on Cequent Performance Products’ 2013 performance, the short term incentive plan attainment was 166.4% of target, and payout of this incentive occurred in early 2014. Amounts earned varied by metric, from a low of 125% of target for Cash Flow to a maximum of 200% of target for Productivity and % New Products/Product Growth, based on actual performance results.

~~Short-Term Incentive Compensation to Equity~~

Amounts earned by the NEOs were paid 80% in cash, with the remaining 20% paid in shares of restricted stock that vest on the one-year anniversary of the grant date. This program feature promotes retention as well as the alignment of executives’ interests with those of our shareholders.target.

Long-Term Incentive Program

~~Consistent with 2012,~~2016 Long-Term Incentives

In 2016, the Committee granted performance stock units (“PSUs”) and service-based restricted stock units (“RSUs”) to the NEOs other than Mr. Amato, who was not an employee at the time of the annual long-term incentive grant. For each of ~~the NEOs. Each NEO’s~~these participating NEOs, their total long-term incentive (“LTI”) target award value was allocated equally between these two vehicles, and all awards earned ~~will be~~are settled in shares. In particular:

~~Executive Severance/Change-of-Control Policy~~

In ~~2013,~~February 2016, the Committee approved RSU and PSU awards to the NEOs other than Mr. Amato. The RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award. The PSUs are subject to a performance period of 36 months. These PSU awards were subject to Relative Total Shareholder Return (“RTSR”) performance measures, as further described below.

In July 2016, the Committee approved a stock option award to Mr. Amato in connection with his appointment as president and chief executive officer. The stock options generally vest in three equal installments on the first three anniversaries of the grant date of the award. The stock option award value was generally based on half of his expected future annual long-term incentive target in consideration of his start date.

As a result of Mr. Wathen and Mr. Hindman’s departure from the Company, ~~adopted a revised~~their outstanding LTI awards were adjusted in connection with our Executive Severance/~~Change-of-Control Policy (“Severance Policy”)~~Change of Control Policy. Adjustments to their LTI awards included accelerating the vesting of their service based RSUs upon termination date and, with respect to Mr. Wathen, pro-rating awards (RSUs and PSUs). The outstanding PSUs will vest in normal course and continue to be subject to Company RTSR performance.

The 2015 to 2016 PSU cycle was completed at the end of 2016 and, based on Company performance, the initial funding threshold was satisfied. Based on performance results for the ~~Company's executives. The updated Severance Policy reflects market practices, improved readability,~~TSR metric, awards were earned at 121.13% of target and consistency across the Company's compensation arrangements. Several shareholder-friendly provisions include a reduction in the post-change-of-control protection period, a continuation of existing provisions that address non-compete and non-solicitation covenants, and an excise tax “cap” provision.vested on March 5, 2017, as further described below.

~~Compensation Peer Group~~

The Committee approved changes to the compensation benchmarking peer group based on an assessment conducted in 2013. The revised peer group is viewed as being better aligned with the Company's business segments.

Results and Consideration of ~~2011~~2014 Shareholder Say-on-Pay Vote

The Company has historically conducted its Say-on-Pay votes every three years. At the ~~Annual Meeting~~annual meeting of ~~Shareholders~~shareholders held on May ~~10, 2011, approximately 99.2%~~8, 2014, over 99% of the shareholders who voted on or abstained with respect to the triennial ~~“Say-on-Pay”~~Say-on-Pay proposal approved the compensation of our then-NEOs.

~~As described further above under proposal 3, in~~In light of this vote outcome, which was considered by the Committee in its first meeting following the 2014 annual meeting, as well as the Committee’s ongoing program evaluation, the Committee views its ~~2013~~2016 decisions regarding various aspects of the compensation program as consistent with the overall philosophy and structure of the program that has been supported by our shareholders. As a result, the Committee did not make any changes to the executive compensation program for 2016 that were based specifically on the results of our 2014 Say-on-Pay vote.

~~In addition, a~~

A majority of the shareholders who voted on the frequency for future ~~“Say-on-Pay”~~Say-on-Pay votes at the 2011 ~~Annual Meeting~~annual meeting of ~~Shareholders~~shareholders approved a triennial advisory ~~vote.~~Say-on-Pay votes. In alignment with the shareholder ~~vote,~~recommendation, an advisory vote on the Company’s NEO compensation ~~is being~~has historically been submitted to shareholders for vote at every third annual meeting. However, given the ~~Annual Meeting and~~Board’s recommendation that future Say-on-Pay votes be conducted on an annual basis, the next advisory Say-on-Pay vote is expected to be ~~presented to shareholders again~~held in ~~2017, at which time~~2018, and we ~~also~~ expect to hold the next required vote on the frequency of future Say-on-Pay ~~votes.~~votes in 2023.

~~Detailed 2013~~2016 Executive Compensation Program ~~Descriptions~~Description

Overview of Key ~~2013~~2016 Program Elements

~~Our~~Each year, our Committee works closely with the Company’s leadership team to refine our executive compensation program, to clearly articulate its objectives to our executives and to emphasize our focus on performance-based compensation so that executives are rewarded for results that create long-term shareholder value.

The percentage of total compensation that is performance-based (as opposed to fixed) increases as an executive’s responsibility increases. The Committee believes that the portion of an officer’s total compensation that is dependent on performance results achieved should increase and commensurate with position level and accountability.

The main elements of our compensation structure and how each supports our compensation philosophy and objectives are summarized ~~below:~~ in the following chart:



Principal ~~2013~~2016 Compensation Elements
	Element	Description	Performance Consideration	Primary ~~Objective~~Objectives
Fixed	Base Salary	Fixed compensation component payable in ~~cash. Reviewed~~cash, reviewed annually and ~~adjusted when appropriate.~~subject to adjustment	Based on level of responsibility, experience, knowledge, and individual performance	Attract and retain
Variable	Short-Term Incentive ~~Plan~~Program	Short-term incentive ~~paid in cash and equity (20% of award paid in restricted stock, subject to one-year vesting). Payable based~~payable on performance against annually established ~~goals.~~goals	Measured by corporate and business unit performance oriented towards short-term financial goals	Promote achievement of short-term financial goals aligned with shareholder interests ~~as well as retention due to the one-year vesting requirement on the equity award~~
Variable	Long-Term Incentive ~~Plan~~Program	Equity based awards ~~include~~consisting of stock options or restricted stock units and performance ~~share~~stock units	Creation of shareholder value and realization of medium and long-term financial and strategic goals	Create alignment with shareholder interests and promote achievement of longer-term financial and strategic objectives
Fixed	Retirement and Welfare Benefits	Retirement plans, ~~healthcare~~health care, and insurance benefits	Indirect - executive must remain employed to be eligible for retirement and welfare benefits	Attract and retain
Fixed	Perquisites - Flexible Cash Allowance and Executive Physicals	~~Fixed~~Quarterly fixed cash payment and executive physicals	Indirect - executive must remain employed to be eligible	Attract and retain

Role of the Compensation Committee

The Board-designed governance process expressly delegates to the Committee the responsibility to determine and approve ~~the CEO’s~~Mr. Amato’s compensation, as well as to make all decisions regarding compensation for the other NEOs.

The Committee is composed entirely of independent directors, none of whom derives a personal benefit from the compensation decisions the Committee makes. Although the Committee does have responsibility for Board compensation matters, all such

decisions are subject to full Board approval. The Board and Committee recognize the importance of executive compensation decisions to the management and shareholders of the Company.

The role of the Committee is to oversee compensation and benefit plans and policies, review and approve equity grants and administer share-based plans, and review and approve annually all compensation decisions relating to the Company’s directors (which decisions are subject to Board approval) and executive officers, including ~~the CEO~~Mr. Amato and other NEOs. See “Summary of Key Compensation Decisions and Outcomes for ~~2013~~2016” for a summary of Committee decisions and ~~outcomes.~~outcomes during 2016.

Input from Management

Certain senior executives provide information used by the Committee in the compensation decision-making process. Specifically, ~~our CEO~~Mr. Amato 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 CFO~~Before Mr. Amato, Mr. Wathen provided this information to the Committee. For 2016, Mr. Zalupski also ~~provides~~provided input and analysis regarding financial and operating results. ~~Our~~Mr. Hindman, our former vice president, human resources, regularly ~~works~~worked with the Committee chair to prepare materials for Committee discussions and ~~presents~~presented management’s recommendations regarding program changes. Since Mr. Hindman’s departure, Mr. Amato has provided this information to the Committee.

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

Independent Compensation Committee Consultant

~~The~~Meridian, as the Committee’s external executive compensation consulting firm, ~~Meridian Compensation Partners, LLC (“Meridian”),~~ is retained by and reports directly to the Committee.

Use of an outside consultant is an important component of our compensation setting process, as it enables the Committee to make informed decisions based on market data and best practices. Representatives from Meridian attend Committee meetings, meet with Committee members in executive session, and consult with the members as required to provide input with regard to ~~the CEO’s~~CEO compensation based on the Committee’s assessment of ~~his~~ performance.

Meridian has no affiliations with any of the NEOs or members of the Board other than in its role as an outside consultant. ~~We have~~The Committee has been advised that Meridian has in place policies and procedures designed to prevent conflicts of interest and after applying such policies and procedures, determined that no conflict of interest existed in performing consulting services for the Company. Meridian does not provide any other services to the Company. All work performed by Meridian, whether with the Committee directly or with management at the direction of the Committee, requires pre-approval by the ~~Chair~~chair of the Committee. The Committee has assessed the independence of Meridian, as required under ~~NASDAQ~~Nasdaq listing rules.

During ~~2013, Meridian’s consulting related primarily to the Company’s compensation analysis for the NEOs and Board.~~2016, Meridian ~~provided information on market trends and developments in executive compensation practices, conducted a detailed review of our severance program, reviewed and commented on our benchmarking peer group,~~ conducted a market analysis of peer group compensation levels to enable the Committee to generally confirm that the Company’s executive compensation structure is commensurate with the executive officers’ responsibilities as well as appropriately competitive, provided quarterly updates regarding TSR performance relative to peers (S&P small cap industrial index), prepared ~~a pay and performance comparison~~an estimated ISS Pay for ~~our CEO,~~Performance modeling, provided input on our proxy statement and CD&A, ~~assisted with the development of the 2013 share authorization proposal,~~ provided an analysis of the historical performance of our peers, reviewed the design of incentives and other programs in place at our peers, and provided input on topics to be included in the Committee’s annual calendar.

Meridian also ~~conduced a benchmark analysis~~worked with the Board of Directors to determine market reference points for CEO compensation at similarly-sized peer companies. Meridian analyzed 2015/2016 compensation for TriMas’ peer companies using 2016 SEC filings (proxies, 8-Ks, and Form 4s). Peer group pay data was regressed to $850 million to better understand compensation at truly similarly-sized organizations. Using this information, Meridian provide a set of recommended pay programs for Mr. Amato and the Committee recommended a final package to the Board for approval. The 2016 compensation package was established at levels below the peer group regressed median for base salary, target cash compensation, and total compensation and below our ~~non-employee directors. During 2013, the Company paid Meridian approximately $284,800 for these services.~~former CEO.

The Role of Compensation Benchmarking ~~and~~ Peer Group Assessment

The Committee believes that reviewing market benchmark pay data is an important element in ensuring that the overall executive compensation program remains competitive. The Committee views market data as a starting point for making pay decisions, and ~~does not rely on it rigidly; rather, it considers such other factors as overall Company performance, general business conditions and the goals~~Use of ~~retaining and motivating leadership talent when determining pay.~~Survey Data

In general, the Committee’s objective is to initially set target compensation levels at market median with an opportunity to earn above market awards when shareholders have received above market returns. However, the Committee recognizes that it may occasionally need to set and pay target compensation above this range depending on the circumstances (for example, to address specific individual hiring or retention issues). In determining the compensation components for each NEO for 2013, the Committee generally focused on market values at the size-adjusted median. It also subjectively considered other factors in its decision process including individual performance, Company performance, experience and incremental cost, as described below. Specific positioning against the market is described in the following paragraphs in greater detail for each componentannual review of ~~pay.~~

~~Each year, the Committee reviews~~ the appropriateness of our peer ~~group. In 2012,~~group, the Committee ~~reviewed and revised~~updated the ~~benchmarking~~ peer group ~~utilized~~to exclude five companies. Specifically, Drew Industries Incorporated, Stoneridge, Inc., AMETEK, Inc., and Wabash National were removed as TriMas no longer operates in the ~~previous year to support pay decisions made for 2013. In view of~~business segment in which those companies primarily operate following the ~~Company’s divestiture of Precision Tool Company in December 2011, which had most closely resembled Kennametal’s business activities, Kennametal, which had been included for the 2012 review,~~Spin Off. Roper Technologies, Inc. was also excluded from the peer group for ~~2013~~2016 as its pay ~~decisions. Similarly, due to its impending acquisition, Robbins & Meyers, which had been included for 2012, was also excluded from the 2013 pay analysis.~~

~~In August 2013, the Committee reviewed and revised the benchmarking peer group utilized in 2013 to support pay decisions~~practices were determined to be ~~made in early 2014. Due to being acquired, Gardner Denver, Kaydon Corporation, and Lufkin Industries were removed~~significantly different from ~~the peer group. The Committee also removed Teleflex Inc., Winnebago Industries, and Thor from the peer group due to differences in industry segments and or pay practices. New companies added~~those utilized for the 2014 pay analysis include Barnes Group, Chart Industries, Colfax, Ducommun, Flowserve, SPX, Wabash National, and Woodward. The Company believes these changes more closely align the composition of the peer group to provide an appropriate point of comparison for pay decisions over the next year.Company.

The peer group includes companies in the same or similar Global Industry Classification Standard categories as ~~TriMas~~the Company (Industrial Machinery)~~, and~~ that are roughly comparable to the Company in ~~size~~revenue, which for the Company in 2015 was $864 million (generally, ~~their 2012~~peer group company 2015 revenue ranged from ~~one third of~~three-fourths to ~~three~~five times ~~TriMas’ 2012~~the Company’s 2015 revenue) ~~which was $1,272.9 million.~~. This group also includes companies against which ~~TriMas~~the Company competes for customers, market share, and talent. As a result of the recent Spin Off, the Committee made the determination to use peer group data regressed to the Company’s pre-Spin Off revenue of $1.395 billion when considering 2016 pay decisions. It was decided that in 2016, the Committee would complete a more fulsome review of the peer group and any modifications made to peer group companies reflective of TriMas’ revenue and market capitalization would be used to set future pay decisions in 2017.

The majority of our NEOs are benchmarked solely against peer group data. However, the Company uses published survey data for select executive positions. For 2016, our former vice president, human resources, was benchmarked against other top human resource executives in similarly-sized manufacturing organizations as reported in AonHewitt’s executive compensation survey. Data was provided by AonHewitt to Meridian and reviewed by the Committee in approving the vice president, human resources’ 2016 pay level. For purposes of these evaluations, it was the survey results themselves, and not the identities of the particular entities surveyed, that was material.

The following table identifies the 19 companies in ~~the Company’s~~our peer group for ~~2012, 2013 and 2014:~~2016:

COMPANY PEER 2012 2013 2014 COMPANY PEER 2012 2013 2014
Actuant Corporation Ÿ Ÿ Ÿ Greif, Inc. Ÿ Ÿ Ÿ
AMETEK, Inc. Ÿ Ÿ Ÿ IDEX Corporation Ÿ Ÿ Ÿ
Aptar Group Inc. Ÿ Ÿ Ÿ Kaydon Corporation Ÿ Ÿ
Barnes Group Inc. Ÿ Kennametal Inc. Ÿ
Carlisle Companies Incorporated Ÿ Ÿ Ÿ Lufkin Industries, Inc. Ÿ Ÿ
Chart Industries, Inc. Ÿ Robbins & Myers, Inc. Ÿ
Colfax Coporation Ÿ Roper Industries, Inc. Ÿ Ÿ Ÿ
Crane Co. Ÿ Ÿ Ÿ Silgan Holdings Inc. Ÿ Ÿ Ÿ
Donaldson Company, Inc. Ÿ Ÿ Ÿ SPX Corporation Ÿ
Drew Industries Incorporated Ÿ Ÿ Ÿ Stoneridge, Inc. Ÿ Ÿ Ÿ
Ducommun Incorporated Ÿ Teleflex Incorporated Ÿ Ÿ
EnPro Industries, Inc. Ÿ Ÿ Ÿ Thor Industries, Inc. Ÿ Ÿ
Flowserve Corporation Ÿ TransDigm Group Incorporated Ÿ Ÿ Ÿ
Gardner Denver, Inc. Ÿ Ÿ Wabash National Corporation Ÿ
GenCorp Inc. Ÿ Ÿ Ÿ Woodward, Inc. Ÿ
Graco Inc. Ÿ Ÿ Ÿ Winnebago Industries, Inc. Ÿ Ÿ



COMPANY PEER
Actuant Corporation	EnPro Industries, Inc.
Aerojet Rocketdyne Holdings, Inc.	Flowserve Corporation
Aptar Group Inc.	Graco Inc.
Barnes Group Inc.	Greif, Inc.
Carlisle Companies Incorporated	IDEX Corporation
Chart Industries, Inc.	Silgan Holdings Inc.
Colfax Corporation	SPX Corporation
Crane Co.	TransDigm Group Incorporated
Donaldson Company, Inc.	Woodward, Inc.
Ducommun Incorporated

Pay for Performance

A ~~large~~meaningful percentage of each NEO’s target total direct compensation is variable, consisting of ~~short-term incentive~~STI awards and ~~long-term equity incentive~~LTI awards. The actual amounts realized from the incentive awards depend on performance results, consistent with our belief that a substantial percentage of each NEO’s compensation should be tied to ~~the performance of~~Company performance. The chart below reflects information for all reported NEOs, except for Mr. Wathen due to his mid-year departure from the Company. The mix of target compensation for ~~2013~~2016 for ~~our CEO~~Mr. Amato and the average for the other NEOs are as follows:

Analysis of Key ~~2013~~2016 Compensation Components and Decisions

The Committee continues to believe that reviewing market benchmark pay data is an important element in ensuring that the overall executive compensation program remains competitive. For 2016, the Committee’s initial objective was to set target compensation levels for each of the NEOs (other than Mr. Amato) at the size-adjusted market median, with an opportunity to earn above market STI and LTI awards if shareholders received above market returns. However, the Committee did not rigidly rely on this market data, but considered other factors such as overall Company and individual performance, tenure in current role, increasing complexities in certain businesses due to geographic, product, and acquisition expansion, general business conditions, and the goals of retaining and motivating leadership talent when determining final target pay. Regarding the pay package determined for Mr. Amato when he joined the Company, based on consultation with Meridian and a market pay review, the Committee agreed to pay Mr. Amato a market competitive base salary and grant a one-time stock option award equal to half of his annual LTI award consistent with joining the Company approximately half-way through the fiscal year. Mr. Amato will be eligible to participate in the STI program beginning in 2017. Mr. Amato’s 2017 target compensation mix is weighted as follows: 19% base salary, 19% short-term incentive, and 62% long-term incentive, resulting in an overall compensation mix of 19% fixed and 81% variable compensation.

Based on competitive market data provided by Meridian, the Committee made compensation decisions for 2016 that resulted in positioning relative to the benchmark group market median. For this analysis, we consider the target compensation that is within plus or minus 10% of the market median as approximating the median. Generally, compensation decisions for Messrs. Amato, Zalupski, Sherbin, Wathen, and Hindman were within this range.

Effective July 25, 2016, Mr. Wathen agreed to step down from his position as president and chief executive officer of the Company and entered into a separation and release agreement. As part of the agreement, Mr. Wathen will receive payment in the amount of of two times his annual base salary and STI target award, to be paid over a two-year period. In regards to Mr. Wathen’s outstanding equity awards, the unvested equity awards were pro-rated as of the separation date for full calendar months elapsed from grant date. The service based awards vested on his separation date and performance based awards continue to be subject to Company performance and will vest in normal course.

Effective November 9, 2016, Mr. Hindman entered into a separation agreement with the Company and agreed to serve in an advisory capacity for the remainder of the year. As part of the agreement, Mr. Hindman will receive payment in the amount of one times his annual base salary and STI target award, to be paid over a one year period. In regards to Mr. Hindman’s outstanding equity awards, the Committee approved full vesting of outstanding service based awards and certain performance-based equity awards subject to Company performance and will vest in normal course.

Description of the material elements of ~~the Company’s 2013~~our 2016 executive compensation program ~~the purpose for each and decisions made regarding each element~~ are provided in the following paragraphs.

2016 Base Salary

Base salaries for ~~the Company’s~~our NEOs are generally established based on the scope of their responsibilities, prior relevant experience and skills, and competitive market pay levels. The Committee believes that executive base salaries should generally be competitive with the size-adjusted median salaries for executives in comparable positions at the peer companies. We believe that providing competitive salaries is key to our ability to successfully attract and retain talented executives.

Each year, the Committee considers whether to grant merit increases and/or market-based adjustments to ~~TriMas’~~the Company’s NEOs. In doing so, ~~doing,~~ it considers several factors such as individual responsibilities, Company and individual performance, experience, and alignment with market levels.

Based on the foregoing considerations, the Committee approved the following initial base salary or salary adjustments ~~for 2013~~in 2016 for our NEOs:



NEO	Base Salary Rate as of January 1, 2016		Base Salary Rate effective July 30, 2016		% Increase
Mr. Amato⁽¹⁾	N/A		$	625,000	—	%
Mr. Zalupski⁽²⁾	$	375,000	$	413,000	10.1	%
Mr. Sherbin	$	400,400	$	400,400	—	%
Mr. Wathen⁽³⁾	$	765,000	N/A		—	%
Mr. Hindman	$	298,200	$	298,200	—	%

NEO Base Salary as of January 1, 2013 Base Salary Rate
effective July 1, 2013 % Increase
CEO $ 700,000
$ 721,000
3.0 %
CFO 430,500
460,700
7.0 %
General Counsel 392,500
392,500
— %
President - Packaging Systems⁽¹⁾
454,800
454,800
— %
President - Cequent Performance Products 326,000
335,800
3.0 %

⁽¹⁾ Mr. Amato was hired in July 2016.

⁽²⁾~~Salary level includes~~ Mr. Zalupski received a ~~supplemental allowance of $33,000 paid in lieu of life insurance formerly provided. The $33,000 supplemental allowance is not included when comparing~~salary adjustment effective February 22, 2016.

⁽³⁾ Mr. Wathen departed from the Company on July 25, 2016. His base salary ~~to market median, nor is it included when calculating base salary increases.~~rate was not increased during 2016.

~~The CEO, CFO and President - Cequent Performance Products each received increases in base pay to acknowledge their performance, and to improve the market competitiveness of their base salaries.~~

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~~The Committee has also approved the following base salary adjustments to become effective June 30, 2014:~~

NEO Base Salary as of June 30, 2014 % Increase
CEO $ 742,700
3.0 %
CFO 474,600
3.0 %
General Counsel 400,400
2.0 %
President - Packaging Systems⁽¹⁾
454,800
— %
President - Cequent Performance Products 345,900
3.0 %

⁽¹⁾Salary level includes a supplemental allowance of $33,000 paid in lieu of life insurance formerly provided. The $33,000 supplemental allowance is not included when comparing base salary to market median, nor is it included when calculating base salary increases.

With respect to ~~2014, the CEO, CFO, General Counsel and President - Cequent Performance Products each~~2016, Mr. Zalupski received ~~increases~~an increase in base pay ~~consistent with general~~to align his pay closer to the market ~~movement for the respective positions.~~median.

~~2013~~2016 Short-Term Incentive Compensation Plan

The goal of the ~~Short-Term Incentive Compensation Plan (“STI”)~~STI is to support our overall business objectives by aligning ~~corporate and business unit~~Company performance with the goals of shareholders and focusing attention on the key measures of success. The STI ~~is designed to accomplish this goal by providing the opportunity for additional cash and stock-based rewards when pre-established performance goals are achieved. The STI~~ also plays a key role in ensuring that our annual cash compensation opportunities remain competitive. The STI awards are provided under the Amended 2011 Plan, and for the NEOs other than Mr. Amato were initially funded for 2016 based on our achievement of a threshold level of $55 million in recurring operating profit. For these purposes, recurring operating profit refers to earnings before interest, taxes, and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructurings, cost savings projects, and asset impairments. For 2016, our actual recurring operating profit achievement was $94.7 million, and thus the 2016 STI awards for the NEOs other than Mr. Amato were initially funded at 200% of target opportunities, subject to reduction to final payout levels as explained further below. Mr. Amato did not participate in our 2016 STI due to his appointment as an officer of the Company in July 2016.

Target awards. Each of our participating NEOs ~~has~~had a target STI opportunity for the ~~plan~~ year that iswas expressed as a percentage of base salary. Target awards for ~~2013~~2016 are shown in the following chart:

NEO Target STI Amount Target Award as Percent of Salary
CEO $ 811,200
112.5 %
CFO 345,500
75.0 %
General Counsel 235,500
60.0 %
President - Packaging Systems 295,300
70.0 %
President - Cequent Performance Products 167,900
50.0 %



NEO	Target STI Amount		Target Award as Percent of Salary
Mr. Amato⁽¹⁾	$	—	—	%
Mr. Zalupski	268,500		65.0	%
Mr. Sherbin	240,300		60.0	%
Mr. Wathen	860,600		112.5	%
Mr. Hindman	149,100		50.0	%

⁽¹⁾ Mr. Amato did not have a 2016 STI target opportunity.

With respect to 2016, Mr. Zalupski received an increase in STI target (of $43,500, or approximately 20% from $225,000 in 2015) as a result of his annual compensation review which aligned his pay closer to the market median.

Depending on the performance results achieved, actual awards generally can vary as a percent of target from a threshold of 0% to a maximum of ~~220% for participants at the Company-wide level, and from 0% to~~ 200% ~~for business unit participants.~~.

Consistent with the program design, all STI participants, including the NEOs, whose target awards exceed $20,000 receive 80% of any earned award in cash and the remaining 20% in the form of a restricted stock award that vests one year from the grant date, generally subject to continued employment. The number of shares awarded is based on the 20% award value divided by the closing share price on the date of the restricted stock grant. This program feature permits the STI to reward shorter-term performance and at the same time to encourage longer-term employee retention.

Performance ~~Measures.~~ The STI measures Company-wide financial performance indicators to determine short-term incentives earned by participants with Company-wide responsibilities. The CEO, CFO and General Counsel can earn STI awards based on achieving Company-wide performance goals. As each participant with business unit level responsibility is assessed based on metrics that evaluate solely the performance of the relevant business unit, the President - Packaging Systems and the President - Cequent Performance Products STI awards are based on the results achieved by Packaging Systems and Cequent Performance Products, respectively.Measures

Each year, the Committee approves the specific performance metrics for that year’s program, and their relative weightings based on the importance of ~~that~~each applicable measure to the Company for the fiscal year. If the designated target level for each performance metric is attained, the STI award will pay out at 100% for the metric. The threshold is the lowest level of payout below which no payment is made for that specific component. If performance for a metric is between the identified threshold and the maximum, the actual payout is determined based on the achievement of milestones within a matrix, with the distance between the milestones pre-determined depending on the respective metric.

~~Company-Wide~~STI Performance Measures. The following ~~Company-wide~~underlying performance metrics were selected for the ~~2013~~2016 STI for ~~employees with Company-wide responsibility (our CEO, CFO and General Counsel):~~the participating NEOs:

~~Sales/Profitability-40%~~Sales - 20%. This metric provides for rewards based on ~~our performance in two areas: (1)~~ the Company’s consolidated level of net sales volume achieved. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.

Operating Profit Margin - 20%. This measure rewards based on performance in recurring operating profit as a percent of ~~net~~ sales (operating margin)~~, and (2) the level of net sales volume achieved.~~. Recurring operating profit means earnings before interest, taxes, and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects, and asset impairments. ~~For purposes of this computation, net sales means net trade sales excluding all intercompany activity.~~ This measure of profitability was selected because it is viewed as a leading indicator of our ability to effectively manage ~~both~~ our ~~revenues and~~ costs throughout the business cycle.

~~Earnings Per Share-40%.~~ Earnings Per Share (“EPS”) is the diluted earnings per share, from continuing operations, as reported in the Company’s publicly filed reports, adjusted to exclude the after-tax impact of non-recurring charges (cash and non-cash) associated with items such as business restructuring, cost savings projects and asset impairments.

Cash ~~Flow-20%~~Flow - 30%. Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash interest, and cash taxes. Managing our cash generation capabilities and use of cash is an important measure of our ongoing liquidity and stability.

~~The Committee changed~~

EPS - 30%. EPS is the ~~weighting of the metrics used~~diluted earnings per share, from continuing operations, as reported in the ~~Company-wide STI for 2013. The weightings for each~~Company’s publicly filed reports, adjusted to exclude the after-tax impact of the Sales/Profitability and EPS metrics increased from 35% to 40%. To emphasize these other metrics, weighting for the Cash Flow metric was reduced to 20%. This change reflects a stronger focus on long-term growth and earnings expansion.

~~For 2013, the specific Company-wide performance goals were as follows:~~

Metric Threshold Target Maximum Weighting
Sales/Profitability Performance Goal $1,303.6 million in sales and 9.9% operating profit $1,392.8 million in Sales and 10.9% operating profit $1,490.3 million in Sales and 11.4% operating profit 40%
Payout as % of Target 50% 100% 200%
EPS Performance Goal $1.95 earnings per share $2.16 earnings per share $2.37 earnings per share 40%
Payout as % of Target 50% 100% 250%
Cash Flow Performance Goal $37.9 million cash flow $50.5 million cash flow $63.1 million cash flow 20%
Payout as % of Target 70% 100% 200%

~~Packaging Systems Performance Measures.~~ For 2013, the STI for the President - Packaging Systems was based on the following performance measures at the Packaging Systems level. This approach focuses the President - Packaging Systems on optimizing the performance of Packaging Systems rather than on overall Company-wide performance.

~~Sales/Profitability-40%.~~ This measure provides for rewards based on Packaging Systems’ performance in two areas: (1) recurring operating profit as a percent of net sales (operating margin) and (2) the level of net sales volume achieved. Recurring operating profit means earnings before interest, taxes, bonus expense and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with

3445

items such as business restructuring, cost savings projects and asset impairments. ~~For purposes of this computation, net sales means net trade sales excluding all intercompany activity.~~

~~Cash Flow-30%.~~ ~~Cash flow~~EPS is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/ expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash, interest and cash taxes.

~~Productivity-15%.~~ This measure is based on the achieved gross total cost savings realized from approved business initiatives. Types of productivity projects include value added/value engineered, facility rationalization, vendor cost downs, outsourcing/insourcing, and moves to low cost countries. Productivity does not include volume-related improvements (for example, the natural leverage of fixed costs attributable to higher levels of production).

~~% New Products/Product Growth-15%.~~ ~~The Percentage of New Products/Product Growth metric measures the percent of Packaging Systems sales that come from new products or markets. This measure is calculated~~viewed by ~~dividing the net sales for specifically identified new products or new markets by total net sales for the business. Each of the new products or new market projects is agreed upon~~our shareholders as ~~part of the annual business planning process at the outset of the year. This is~~ a key measure of ~~our ability to innovate and grow by expanding into new markets and/or developing new products.~~

overall profitability.

For ~~2013,~~2016, the specific underlying performance goals ~~for Packaging Systems~~and actual achievements were as ~~follows:~~follows (dollars in millions, except for EPS):

Metric Threshold Target Maximum Weighting
Sales/Profitability Performance Goal $275.8 million in sales and 22.3% operating profit $306.4 million in sales and 23.8% operating profit $321.7 million in sales and 24.8% operating profit 40%
Payout as % of Target 50% 100%

200%

Cash Flow Performance Goal $49.7 million cash flow
$62.1 million cash flow

$74.5 million cash flow

30%
Payout as % of Target 70% 100% 200%
Productivity Performance Goal
$4.8 million in productivity gains

$6.0 million in productivity gains

$8.4 million in productivity gains

15%
Payout as % of Target 60% 100% 200%
% New Product/Product Growth⁽¹⁾
Payout as % of Target 60% 100% 200% 15%



Metric		Threshold	Target	Maximum	Actual 2016 Results⁽¹⁾	Weighting	Payout %
Sales	Performance Goal	$822.4	$865.7	$930.6	$799.3	20%	—%
Sales	Payout as % of Target	40%	100%	200%	0%	20%	—%
Operating Profit	Performance Goal	11.5%	12.7%	13.5%	12.0%	20%	12.8%
Operating Profit	Payout as % of Target	40%	100%	200%	64%	20%	12.8%
Cash Flow	Performance Goal	$55.0	$65.0	$81.3	$70.6	30%	40.4%
Cash Flow	Payout as % of Target	40%	100%	200%	134.5%	30%	40.4%
EPS	Performance Goal	$1.29	$1.36	$1.45	$1.29	30%	12.0%
EPS	Payout as % of Target	40%	100%	200%	40%	30%	12.0%

⁽¹⁾

~~The Committee set~~Actual 2016 Results were determined on a constant currency basis, using currency rates defined at the ~~target~~time the measures were approved. This is intended to evaluate the operating performance of each performance measure relative to targeted levels, and remove the positive or negative impact of changes in foreign currencies relative to the U.S. dollar during the year. As such, our reported actual performance in U.S. dollars may differ from attained results above. Based on the payout percentages, attainment for ~~this metric at a level that requires Packaging Systems~~2016 gave rise to ~~successfully expand its product portfolio and geographic market base to contribute both to 2013 sales and profitability and provide a foundation~~payout of 65.2% for ~~2014 activity. Achievement at each milestone requires innovation and commercialization.~~

~~Cequent Performance Products Performance Measures.~~ For 2013, the STI for the President - Cequent Performance Products was based on the following performance measures at the Cequent Performance Products level. This approach focuses the President - Cequent Performance Products on optimizing the performance of Cequent Performance Products rather than on overall Company-wide performance.

~~Sales/Profitability-40%.~~ This measure provides for rewards based on Cequent Performance Products performance in two areas: (1) recurring operating profit as a percent of net sales (operating margin) and (2) the level of net sales volume achieved. Recurring operating profit means earnings before interest, taxes, bonus expense and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.

~~Cash Flow-30%.~~ Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/ expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash, interest and cash taxes.

~~% New Products/Product Growth-15%.~~ The Percentage of New Products/Product Growth metric measures the percent of Packaging Systems sales that come from new products or markets. This measure is calculated by dividing the net sales for specifically identified new products or new markets by total net sales for the business. Each of the new products or new market projects is agreed upon as part of the annual business planning process at the outset of the year. This is a key measure of our ability to innovate and grow by expanding into new markets and/or developing new products.

~~For 2013, the specific performance goals for Cequent Performance Products were as follows:~~

Metric Threshold Target Maximum Weighting
Sales/Profitability Performance Goal $242.8 million in sales and 7.2% operating profit
$269.8 million in sales and 8.2% operating profit

$288.7 million in sales and 9.2% operating profit 40%
Payout as % of Target 50% 100% 200%
Cash Flow Performance Goal
$5.6 million cash flow

$6.9 million cash flow

$10.4 million cash flow

30%
Payout as % of Target 70% 100% 200%
Productivity Performance Goal $4.6 million in productivity gains $5.7 million in productivity gains $9.1 million in productivity gains 15%
Payout as % of Target 60% 100% 200%
% New Product/Product Growth⁽¹⁾
Payout as % of Target 60% 100% 200% 15%


⁽¹⁾	~~The Committee set~~ the ~~target~~STI awards for this metric at a level that requires Cequent Performance Products to successfully expand its product portfolio and geographic market base to contribute both to 2013 sales and profitability and provide a foundation for 2014 activity. Achievement at each milestone requires innovation and commercialization.the participating NEOs.

Award Determination and Payouts. In February of each year, the Committee determines the degree to which the underlying STI goals for the prior year were ~~achieved. For 2013,~~achieved, which actual results are highlighted in the ~~results achieved~~tables above. As a result, our participating NEOs earned the following STI payouts for ~~each Company-wide performance measure are indicated below.~~2016 performance:

Metric Weight Result Achieved Payout Earned as a
Percent of Total Target Award
Sales/Profitability 40% below target 65%

Earnings per share 40% below target 99%
Cash flow 20% below target 93%
Total Target Award Payout 84.2%



NEO	Target Award as Percent of Base Salary		Target STI Amounts		STI Payout as % of Total Target Award		STI Earned and Paid in Cash⁽¹⁾
Mr. Amato	—	%	$	—	—	%	$	—
Mr. Zalupski	65.0	%	268,500		65.2	%	175,062
Mr. Sherbin	60.0	%	240,300		65.2	%	156,676
Mr. Wathen⁽²⁾	112.5	%	860,600		65.2	%	316,682
Mr. Hindman	50.0	%	149,100		65.2	%	97,213

Results for the President - Packaging Systems, whose STI award payout is determined at the Packaging Systems level, and results for the President - Cequent Performance Products, whose STI award payout is determined at the Cequent Performance Products level, are as follows:

Metric Weight Packaging Systems Cequent Performance Products
Result Achieved Payout as
% of Target Result Achieved
Payout as
% of Target
Sales/Profitability 40% above target 145% above target
172%
Cash Flow 30% above target 200% above target
125%
Productivity 15% above target 200% above target
200%
% New Products/Product Growth 15% below target 80% above target
200%
Total 160% 166.4%

~~The target and actual awards earned by our NEOs are listed in the following chart:~~

NEO Target Award as Percent of Salary Target STI Amounts Actual Short-Term Incentive Award Earned Short-Term Incentive Earned and Paid in Cash(1) Short-Term Incentive Earned and Paid in Restricted Stock in March 2014 (1)
CEO 112.5 % $ 811,200
$ 683,030
$ 546,400
$ 136,606
CFO 75.0 % 345,500
290,911
232,729
58,182
General Counsel 60.0 % 235,500
198,291
158,633
39,658
President - Packaging Systems 70.0 % 295,300
472,480
377,984
94,496
President - Cequent Performance Products 50.0 % 167,900
279,385
223,508
55,877

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

~~2014 Short Term Incentive Compensation Plan - Program Highlights~~

~~For fiscal year 2014, the Committee did not make any changes from the previous year to the Corporate metrics or associated weightings.~~

For fiscal year 2014, the Committee approved changes to the business unit STI measures and weightings to increase focus on margin expansion. Specifically, the Committee added gross margin as an additional factor to the productivity metric and established the weighting for the new margin/profitability measure at 25%. The Committee reduced the cash flow and sales/profitability weightings to 25% and 35%, respectively.

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

NEO Target STI Amount Target STI as a percentage of salary
CEO $ 835,600
112.5 %
CFO 356,000
75.0 %
General Counsel 240,300
60.0 %
President - Packaging Systems 295,300
70.0 %
President - Cequent Performance Products 173,000
50.0 %

~~The Committee concluded that the NEOs’ STI target award percentages were appropriately aligned with market award levels and no adjustments were necessary for 2014.~~

Amounts earned by the NEOs are paid in cash.


⁽²⁾	Mr. Wathen left the Company effective July 25, 2016, which resulted in a prorated award from the original target.

Long-Term Incentive Program

~~Overview.~~ The Company historically maintained three operational equity incentive plans, referred to as the Company’s 2002 Long-Term Equity Incentive Plan, the Company’s 2006 Long-Term Equity Incentive Plan and the Company’s 2011 Omnibus Incentive Compensation Plan (these last two plans, collectively, the “Equity Plans”). The 2002 plan expired in June 2012; although equity awards remain outstanding, no future equity awards will be granted under the 2002 plan. The Equity Plans allow for grants to employees, directors and consultants of incentive and nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units or performance-based awards.

~~Purpose.~~Our long-term equity program ~~has been~~is designed to reward the achievement of long-term business objectives that benefit our shareholders through stock price increases, thereby aligning the interests of our executives with those of our shareholders. ~~The Company’s historical approach (prior to 2012) to granting long-term equity was to grant stock option awards that covered a three year period. Since~~

2016 Long-Term Incentive Awards

Under the ~~last award of options in 2009, the Company periodically has granted~~2016 Long-Term Incentive Award Program (“2016 LTI”), equity awards were granted to ~~select~~our NEOs and certain other eligible participants in order to ~~recognize leadership and retention concerns.~~

~~Based on~~promote the ~~Committee’s evaluation~~achievement of the ~~objectives~~Company’s strategic goals. The Committee granted to our NEOs other than Mr. Amato RSUs and PSUs, to be ~~achieved~~settled in shares, with ~~a long-term incentive strategy, which included input from~~each vehicle accounting for 50% of the Committee’s independent consultant and management, the Committee adopted a new long-term incentive program starting in 2012 that incorporates annual (rather than periodic) grants. The annual grant program includes both PSUs and service-based restrictedoverall 2016 LTI target award value. Mr. Amato received stock ~~awards (rather than being focused on stock options). These changes more closely~~options, to align ~~TriMas’ program~~ with market trends and provide ~~a more~~an effective means of linking pay with achievement of our ongoing business strategy of maximizing Company performance to deliver value to our shareholders.

~~2013 Long-Term Incentive Awards.~~ Awards made in 2013 are referred to here as the 2013 Long-Term Incentive (“2013 LTI”). Under the 2013 LTI, equity awards are granted to the Company’s NEOs and certain other eligible participants in order to promote the achievement of the Company’s strategic goals. The ~~2013~~2016 LTI award sizes as a percentage of each NEO’s base salary ~~are as follows:~~



~~NEO~~	~~2013 LTI Award as a % of 2013 Base Salary~~
~~CEO~~	~~290~~	%
~~CFO~~	~~175~~	%
~~General Counsel~~	~~125~~	%
~~President - Packaging Systems~~	75	%
~~President - Cequent Performance Products~~	75	%

In determining the total value of the long-term incentive award opportunity for each executive, the Committee reviewed market data, historical award values, share constraints, overall cost of the 2013 LTI award program and assessed the distribution of equity awards among the NEOs and other participants in the 2013 LTI program.

Awards under the 2013 LTI consist of PSUs and service-based restricted stock awards, which will be settled in shares, with each vehicle accounting for 50% of the overall long-term incentive target award value. The Committee believes that providing long-term incentive awards in the form of equity awards best achieves the long-term compensation objectives of the Company and aligns the executives’ interests with the interests of the Company’s shareholders. The balance between performance-based and time-based grants is in alignment with the development of the Company’s growth strategy, motivates management to strike the appropriate balance between short-term and long-term decision-making and aligns management’s long-term compensation closely with shareholder interests.

~~The approved target 2013 LTI grants for the 2013-2015 cycle for our NEOs are as follows:~~

Name Service-Based
Restricted Stock ($ Value) PSUs ($ Value)
CEO $ 1,045,450
$ 1,045,450
CFO 403,113
403,113
General Counsel 245,313
245,313
President - Packaging Systems 158,175
158,175
President - Cequent Performance Products 125,925
125,925

~~The dollar values listed in the above chart~~ were ~~converted into a number of units and shares based on the closing stock price on March 1, 2013.~~

~~The service-based restricted stock award vests in three equal installments on the first three anniversaries of the grant date of the award.~~

The PSU award can be earned based on the achievement of specific performance measures over a period of three calendar years, with the three-year cycle beginning on January 1, 2013 and ending on December 31, 2015. For the 2013-2015 cycle, the two performance measures are described below:

~~75% based on EPS cumulative average growth rate (“EPS CAGR”): Measured by EPS compounded annual growth rate for the three fiscal years in the cycle; and~~

25% based on cash generation: Cash generation refers to the Company’s cash flow for the three fiscal years in the cycle from operating activities less capital expenditures, as publicly reported by the Company, plus or minus special items that may occur from time-to-time, divided by the Company’s three-year income from continuing operations as publicly reported by the Company, plus or minus special items that may occur from time-to-time.

The actual number of PSUs earned will be determined based on performance achieved, with amounts that can vary from 30% of the target PSU award (assuming threshold performance) to a maximum of 250% of the target PSU award with respect to the EPS CAGR and from 30% of the target PSU award (assuming threshold performance) to a maximum of 200% of the target PSU award with respect to cash generation. If the threshold performance target is not achieved for the EPS CAGR or cash generation metric, respectively, no award is earned. The performance goals for the PSU awards were established at the beginning of the three-year cycle. The PSU award vests on a “cliff” basis after the end of the three-year performance period. For example, based on the degree to which the performance goals are met, any PSUs earned for the 2013-2015 cycle will vest in 2016.

~~Transitional LTI~~: The Committee recognized in 2012 that changes in timing and format of the long-term incentive program both impact the competitiveness of participants’ pay, and also expose the Company to retention concerns. To address these competitiveness and retention concerns, the 2012 long-term incentive equity grants included both an annual grant as well as a one-time transition grant to assist with the LTI program transition from periodic to annual grants.

The Transitional LTI awards made to the NEOs and other eligible participants consisted of performance-based grants and were allocated 60% to 2012 performance with the remaining 40% to be earned based on cumulative performance for 2012 and 2013. Any awards earned were to be settled in shares.

~~The target Transitional LTI grants and performance measures based on cumulative 2012 and 2013 performance for our NEOs were as follows:~~

Transitional LTI Target Award in Grant Date $ Value
Name 2012-2013 EPS CAGR
CEO $ 467,600
CFO 191,700
General Counsel 146,400
President - Packaging Systems 68,400
President - Cequent Performance Products 52,900

~~The amounts listed in the above chart were converted to a number of units based on the closing stock price on March 1, 2012.~~

For both portions of the Transitional LTI awards, any PSUs earned were based solely on the degree to which the predetermined performance goals were met, with amounts that varied from 30% of the target PSU award (assuming threshold performance) to a maximum of 250% of the target PSU award. If the threshold performance target for each period was not met, no awards would be earned.

~~For the TransitionaL LTI based on 2012 EPS growth, EPS performance against the target resulted in an award of 175% of the target PSU award for the NEOs and other eligible participants.~~

~~For the Transitional LTI based on 2012-2013 EPS CAGR, performance against the target resulted in an award of 125% of the target PSU award for the NEOs and other eligible participants.~~

~~2014 Long-Term Incentive Awards~~

Under the 2014 Long-Term Incentive Award Program (“2014 LTI”), equity awards are granted to the Company’s NEOs and certain other eligible participants in order to promote the achievement of the Company’s strategic goals. The 2014 LTI award sizes as a percentage of each NEO’s base salary are as follows:



NEO	~~2014~~2016 LTI Award as a % of ~~June 30, 2014~~ Base Salary
~~CEO~~Mr. Amato	~~325~~	182	%
~~CFO~~Mr. Zalupski	~~175~~	170	%
~~General Counsel~~Mr. Sherbin	~~130~~	150	%
~~President - Packaging Systems~~Mr. Wathen	75	350	%
~~President - Cequent Performance Products~~Mr. Hindman	85	80	%

InAs discussed above, in determining the total value of the ~~2014~~2016 LTI award opportunity for each executive, the Committee reviewed survey data provided by Meridian regarding competitive award levels and considered each participant’s total compensation targets and level of responsibility within the organization.

~~Awards under the 2014 LTI consist of PSUs and service-based restricted stock, which will be settled in shares, with each vehicle accounting for 50% of the overall 2014~~ With respect to 2016, Mr. Zalupski’s LTI target ~~award value.~~increased from 150% to 170% in connection with his annual compensation review which aligned his pay closer to the market median.

The approved target ~~2014~~2016 LTI grants ~~for the 2014-2016 cycle~~ for our NEOs are as follows:

Name Service-Based
Restricted Stock ($ Value) PSUs ($ Value)
CEO $ 1,206,900
$ 1,206,900
CFO 415,300
415,300
General Counsel 260,300
260,300
President - Packaging Systems 158,200
158,200
President - Cequent Performance Products 147,100
147,100



Name	Stock Options ($ Value)		RSUs ($ Value)		2016-2018 Cycle PSUs ($ Value)
Mr. Amato	$	1,137,090	$	—	$	—
Mr. Zalupski	—		351,101		351,101
Mr. Sherbin	—		300,305		300,305
Mr. Wathen	—		1,338,801		1,338,801
Mr. Hindman	—		119,306		119,306

The dollar value listed in the above chart for the stock options is based on the Black Scholes value of $7.58 per share. The dollar values listed in the above chart for the RSUs and PSUs were converted into a number of units based on the Company’s closing stock price on March ~~5, 2014.~~

As1, 2016. With respect to Mr. Wathen’s 2016 PSUs, the Committee determined an effective cap on the maximum opportunity at 143% achievement as opposed to 200% in order to comply with the ~~2013 LTI,~~2011 Omnibus Incentive Compensation Plan (“2011 Plan”) rule as to the ~~2014 service-based restricted~~maximum number of shares of stock that can be awarded under the 2011 Plan to any person eligible for an award ~~will~~per calendar year, which is 200,000 shares.

The stock options granted to Mr. Amato in connection with his appointment to president and chief executive officer generally vest in three equal installments on the first three anniversaries of the grant date of the award.

The 2016 RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award.

The ~~2014~~2016 PSU ~~award can~~awards were designed to be earned based on the achievement of specific performance measures over a period of three calendar years. For the ~~2014-2016~~2016-2018 cycle ~~(began~~that began on January 1, ~~2014~~2016 and ends on December 31, ~~2016), 75%~~2018, the PSU award is earned based on the achievement of a specified RTSR percentile rank during the applicable performance period. The Committee approved RTSR as the performance measure and the use of the ~~award is allocated to EPS CAGR rate and 25%~~S&P SmallCap 600 Capped Industrials index as the peer group for the performance measurement comparison, as outlined in the table below. If, upon the conclusion of the ~~award is allocated~~performance period,

RTSR falls between performance levels, straight-line mathematical interpolation will be used to ~~a three year average return on invested capital.~~ determine the amount of the target PSUs (rounded down to the nearest whole number of PSUs) earned.



Performance Level	Relative Total Shareholder Return	Target PSUs Earned
Threshold	Ranked below or at 25^th percentile	0%
Above Threshold	Ranked at 35^th percentile	50%
Target	Ranked at 50^th percentile	100%
Intermediate	Ranked at 65^th percentile	150%
Maximum	Ranked at or above 80^th percentile	200%

Based on the degree to which the performance goals are met, any PSUs earned for the ~~2014-2016~~2016-2018 cycle ~~will~~ vest in ~~2017.~~2019.

~~Discretionary Bonuses~~2014 PSU Grant (2014 to 2015 Performance Period) - Results

~~On February 20, 2013, in recognition of their leadership~~The following information is provided to describe the performance goals for the 2014 PSU awards, the actual results relative to such performance goals, and ~~roles within~~how the Company calculated the ~~Committee awarded a discretionary cash bonus~~payout amount for each 2014 PSU award.

The 2014 PSU award opportunities provided to the ~~CEO, CFO~~NEOs other than Mr. Amato in 2014 represented performance based opportunities allocating 75% to EPS growth and ~~General Counsel~~25% to ROIC for a performance period running from January 1, 2014 to December 31, 2016. Overall achievement could vary from 7.5% of the target award (assuming just above threshold performance) to 237.5% of the target award (assuming maximum performance), with no award earned if performance fell below threshold levels. However, in connection with the Spin Off, the relative achievement of the performance measures was evaluated as of the date of the Spin Off (June 30, 2015), rather than at the end of the original performance period, and achieved awards have been subject to service-based vesting since such time.

The threshold, target, and maximum growth rates (with resulting EPS amounts), achieved ROIC, and resulting percentage of target award achieved for each portion of the PSU awards are summarized in the following tables:



	Results Achieved	Attainment	Weighting	Total
EPS Growth	6.3%	40.0%	75.0%	30.0%
ROIC	9.0%	—%	25.0%	—%
Total Payout				30.0%



	Threshold		Target		Maximum
	EPS Growth Rate	ROIC	EPS Growth Rate	ROIC	EPS Growth Rate	ROIC	% of Target Achieved
1/1/2014 - 6/30/2015 Performance	4.0%	12.3%	15.0%	14.5%	24.0%	17.9%	30.0%

The amounts reported above were calculated with adjustments for acquisitions, divestitures, severance, business restructuring costs, debt refinancing, expected seasonality, and equity offering dilution pursuant to the terms of the Equity Plans and as approved by the Committee.

After performance results were determined, the earned 2014 PSUs held by each participating NEO were converted into RSUs that generally vest in full on March 5, 2017, subject to continued employment through such date.

2015 PSU Grants Overview

The two 2015 PSU awards were designed to be earned based on the achievement of specific performance measures over periods of twenty-eight months (the “2015-2017 Cycle”) and sixteen months (the “2015-2016 Cycle”), respectively. For each of the 2015-2016 Cycle (which began on September 10, 2015 and ended on December 31, 2016) and the 2015-2017 Cycle (which began on September 10, 2015 and ends on December 31, 2017), the PSU award is earned based on the achievement of a specified RTSR

percentile rank during the applicable performance period. The Committee approved RTSR as the performance measure and the use of the S&P SmallCap 600 Capped Industrials index as the peer group for the performance measurement comparison, as outlined in the table below. If, upon the conclusion of the performance period, RTSR falls between performance levels, straight-line mathematical interpolation will be used to determine the amount of ~~$165,000, $ 70,000~~the target PSUs (rounded down to the nearest whole number of PSUs) earned.

2015 PSU Grant (2015 - 2016 Cycle) - Results

The following information is provided to describe the performance goals for the 2015-2016 Cycle PSU awards, the actual results relative to such performance goals, and ~~$45,000, respectively.~~how the Company calculated the payout amount for each 2015-2016 Cycle PSU award. As an initial matter, the 2015-2016 Cycle PSUs were designed for the NEOs other than Mr. Amato to be initially funded based on our achievement of a threshold level of $51.7 million in recurring operating profit. Our actual recurring operating profit achievement was $94.7 million, and thus the NEOs’ other than Mr. Amato 2015-2016 Cycle PSU awards were initially funded at 200% of target opportunities, subject to reduction to final payout levels as explained further below.

The 2015-2016 Cycle PSU award opportunities provided to the NEOs other than Mr. Amato in 2015 represented performance based opportunities allocated 100% to RTSR results for a performance period running from September 10, 2015 to December 31, 2016. Overall achievement could vary from 0% of the target award to 200% of the target award (assuming maximum performance), with no award earned if performance fell below threshold levels.

The RTSR performance levels, achieved results, and resulting percentage of target award achieved for the 2015-2016 Cycle PSU awards are summarized in the following tables:



Performance Level	Relative Total Shareholder Return	Target PSUs Earned
Threshold	Ranked below or at 25^th percentile	0%
Above Threshold	Ranked at 35^th percentile	50%
Target	Ranked at 50^th percentile	100%
Intermediate	Ranked at 65^th percentile	150%
Maximum	Ranked at or above 80^th percentile	200%



TriMas TSR	RTSR	% of Target Earned
34.68%	56.34 percentile	121.13%

After performance results were determined, the earned 2015-2016 Cycle PSUs were settled in shares in early 2017.

2015 PSU Grant (2015 - 2017 Cycle)

The additional 2015-2017 Cycle PSU award opportunities provided to the NEOs other than Mr. Amato in 2015 represented performance based opportunities allocated 100% to RTSR results for a performance period running from September 10, 2015 to December 31, 2017. Overall achievement could vary from 0% of the target award to 200% (assuming just above threshold performance), with no award earned if performance fell below threshold levels.

The RTSR performance levels for the 2015-2017 Cycle PSU awards are summarized in the following table:



Performance Level	Relative Total Shareholder Return	Target PSUs Earned
Threshold	Ranked below or at 25^th percentile	0%
Above Threshold	Ranked at 35^th percentile	50%
Target	Ranked at 50^th percentile	100%
Intermediate	Ranked at 65^th percentile	150%
Maximum	Ranked at or above 80^th percentile	200%

As the performance period for this additional 2015-2017 Cycle PSU awards has not yet ended, no payout decisions have been made with respect to these awards. Based on the degree to which the performance goals are met, any PSUs earned for the 2015-2017 Cycle vest in 2018.

2016 Stock Option Grant

Mr. Amato was granted stock options in connection with his appointment as president and chief executive officer. The stock options generally vest in three equal installments on the first three anniversaries of the grant date (July 29, 2016). The stock options were awarded with an exercise price per share equal to the fair market value of the shares as of the close price on the grant date ($17.87). The Company estimated the grant-date fair value of the awards using the Black-Scholes option pricing model using the following weighted-average assumptions: risk-free interest rate of 1.1%, expected volatility of 32.3%, and an expected term of six years. The options have a ten-year term, subject to earlier termination.

Benefits and Retirement Programs

Consistent with our overall philosophy, the NEOs are eligible to participate during their service to the Company in benefit plans that are available to substantially all the Company’s U.S. employees. These programs include participation in the Company’s retirement program (comprised of a 401(k) savings component and a quarterly contribution component), and in our medical, dental, vision, group life, and accidental death and dismemberment insurance programs. These retirement benefits are designed to reward continued employment with the Company and assist participants with financial preparation for retirement.

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

Under the terms of the Company’s quarterly contribution component of its retirement program, the Company contributes to the employee’s plan account an amount determined as a percentage of the employee’s base pay upon an employee’s eligibility following one year of employment. The percentage is based on the employee’s age and for salaried employees ranges from 1.0% contribution for employees under the age of 30 to a 4.5% contribution for employees age 50 and over. For ~~2013, Mr.~~2016, Messrs. Zalupski, Sherbin, and Wathen, until his departure from the Company effective July 25, 2016, received a 4.5%~~, Mr. Zeffiro received 4.0%, Mr. Sherbin received 4.5%, Mr. Benson received 4.5%~~ contribution and Mr. ~~Brooks~~Hindman received ~~7.0% due to~~ a ~~supplemental legacy benefit.~~3.0% contribution.

Executive Retirement Program

The Company’s executive retirement program provides senior managers with retirement benefits in addition to those provided under the Company’s qualified retirement plans. The Company offers these additional programs to enhance total executive pay so that it remains competitive in the market. Effective January 9, 2013, the Company began funding a Rabbi Trust for our obligations under this program. Trust assets are subject to the claims of the Company’s creditors in the event of bankruptcy.

Under the Supplemental Executive Retirement Plan (“SERP”), the Company makes a contribution to each participant’s account at the end of each quarter with the amount determined as a fixed percentage of the employee’s eligible compensation. The percentage is based on the employee’s age on the date of original participation in the plan ~~(6.0%~~(a 4.0% contribution for Messrs. ~~Brooks~~Zalupski and Sherbin, a 6.0% contribution for Mr. Wathen ~~4.0%~~until his departure from the Company effective July 25, 2016, and a 2.0% contribution for ~~Messrs. Sherbin, and Zeffiro)~~Mr. Hindman). Contributions vest 100% after five years of eligible employment. Immediate vesting in the Company’s contributions occurs upon attainment of retirement age or death.

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

employee contributions permitted under this plan. Company contributions under the CLRP vary as a percent of eligible compensation based on the employee’s age.

The executive retirement program also provides for an elective deferral compensation feature to supplement the existing executive retirement program. Employees eligible to receive SERP contributions may elect to defer up to 25% of base pay and up to 100% of bonus. This plan design component is intended to encourage the continued employment and diligent service of plan participants.

~~TriMas Corporation Benefit Restoration Pension Plan~~

Mr. Brooks participates in the TriMas Corporation Benefit Restoration Plan (“Benefit Restoration Plan”), which is an unfunded non-qualified retirement plan. The Benefit Restoration Plan provides for benefits that were not able to be provided to certain executives in the Metaldyne Pension Plan (a plan adopted by the Company’s predecessor) because of tax code limits on compensation that may be considered in a qualified plan. The TriMas Corporation Benefit Restoration Plan was frozen as of December 31, 2002.

Under the frozen Benefit Restoration Plan, which consists of a pension and a profit sharing component, Mr. Brooks is eligible to receive a retirement benefit in addition to those provided under the Company’s other plans. Upon termination on or after age 55, Mr. Brooks is entitled to receive a specified pension benefit annually, the age 65 present value of which is reflected in the “Executive Retirement Program” table.

Perquisites

The Company maintains a Flexible Cash Allowance Policy. Under this program, certain executives receive a quarterly cash allowance in lieu of other Company-provided perquisites including supplemental universal life insurance, automobile allowance, private club membership, and tax reimbursements. Eligibility for the cash allowances, and the amounts, are periodically reviewed by the Committee.

For the fiscal year ~~2013,~~2016, the NEOs received the following cash allowances:

~~CEO; CFO; General Counsel; President, Packaging Systems~~Messrs. Zalupski, Sherbin, and Hindman - ~~$55,000~~$55,000; and

•~~President - Cequent Performance Products - $25,000~~Mr. Wathen received $41,250 for his service with the Company through July 25, 2016.

The ~~same cash allowance levels will remain in place in 2014 for participating executives, including the NEOs. The~~ Company also continues to make executive physical examinations available to its officers. Finally, under ~~certain~~limited circumstances, NEOs ~~may~~were able to utilize our corporate owned or leased aircraft for personal use (including spousal use). See footnote ~~six~~five to the ~~2013~~2016 Summary Compensation ~~table~~Table below for more information ~~about our NEOs who utilized~~on use of this perquisite in ~~2013.~~2016.

Change-of-Control and Severance-Based Compensation

The NEOs are covered by the Company’s Severance Policy (“Severance Policy”), the operation of which is described in further detail below under “Post-Employment Compensation.” In general, the Severance Policy provides that the Company will make severance payments to a covered executive if his or her employment is terminated under certain qualifying circumstances. ~~It is important to note that not only does the~~The Severance Policy does not provide for any excise tax ~~gross-ups, but~~gross-ups; however, it provides for payments otherwise due upon a ~~Change-of-Control~~change-of-control to be reduced to ensure that none are subject to the golden parachute excise tax. The Severance Policy provides important financial protection to the ~~Company’s executive officers~~named participants in exchange for non-compete and non-solicit covenants for the duration of an executive’s employment and a period following termination, and a requirement ~~than~~that an executive execute a release of claims in favor of the Company in order to receive any benefits under the Severance Policy. The Committee believes that offering this program is consistent with market practices, assures the

Company can both attract and retain executive talent, and will assist with management stability and continuity in the face of a possible business combination.

The ~~Compensation~~ Committee periodically reviews the Severance Policy to evaluate both its effectiveness and competitiveness and to determine the value of potential payments. ~~In August 2013, the~~Please see “Analysis of Key 2016 Compensation ~~Committee approved,~~Components and ~~the Company adopted, a revised Severance Policy~~Decisions” for ~~the Company’s executives. The updated Severance Policy reflects market practices, improved readability, consistency across the Company’s compensation arrangements,~~information regarding what Mr. Wathen and ~~a formalized severance policy for a broader group of the Company’s executives.~~Mr. Hindman received in connection with their departures.

Risk Mitigation in our Compensation Practices

The Committee focuses on risk mitigation in the design and implementation of the Company’s compensation practices. The Committee seeks to properly balance maximizing shareholder value creation, maintaining a strong pay for performance ~~as driving executive~~relationship, and providing for business risk mitigation. The Committee and management believe that the Company maintains appropriate compensation ~~as maximizing shareholder value~~policies and ~~mitigation of business risks. A~~practices, and that they do not give rise to risks that are reasonably likely to have a material adverse effect on the Company or encourage excessive risk taking. The Committee notes the employee compensation program includes a number of ~~the~~ risk mitigation strategies, ~~are~~as detailed ~~below:~~in the following chart:



COMPENSATION PRACTICE	RISK MITIGATION FACTORS

Short-Term Incentive Compensation	Multiple Performance Metrics. The short-term incentive plan uses multiple performance measures that encourage ~~NEOs~~employees to focus on the overall strength of the business rather than a single financial measure. Award Cap. ~~Short-term incentive~~STI awards payable to any individual are ~~capped.~~capped at 200% of the target award. Clawback Provision. ~~The Company’s~~Our clawback policy allows ~~the Company~~us to recapture ~~short-term incentive~~STI awards from ~~current and former employees~~certain executives, including NEOs, in certain situations, including restatement of financial results. Management Processes. Board and management processes are in place to oversee risk associated with the ~~short-term incentive~~STI plan, including, but not limited to, monthly and quarterly business performance reviews by management and regular business performance reviews by the Board, Audit Committee, and ~~the Company’s~~our internal management disclosure committee.

Long-Term Incentive Compensation	Stock Ownership Guidelines. ~~The Company has~~We have stock ownership requirements consistent with market norms for certain executives, including NEOs. ~~Multiple Performance Metrics.~~ ~~The long-term incentive plan uses multiple performance measures that encourage NEOs to focus on the overall strength of the business rather than a single financial measure.~~ Award Cap. ~~Long-term incentive~~LTI awards payable to any individual are capped. Retention of Shares. With respect to any certain executive, including NEOs, who has not met the ownership guidelines within the required period, the Committee may require the executive to retain all shares necessary to satisfy the guidelines, less an amount that may be relinquished for the exercise price and taxes. Anti-Hedging/~~Anti-Pledging~~Pledging Restriction Policy. ~~The Company’s~~See discussion below regarding our anti-hedging ~~policy prohibits the Board of Directors,~~ and the Company’s executives, including NEOs, from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Common Stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds. The policy also prohibitsshort sale/restricted pledging ~~Common Stock as collateral and engaging in short sales related to the Common Stock.~~policies. Clawback Provision. ~~The Company’s~~Our clawback policy permits the Committee to recoup or rescind equity awards to certain executives, including NEOs, under the ~~long-term incentive~~LTI plan under certain situations, including restatement of financial results.

Accounting and Tax Effects

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

The impact of federal tax laws on the Company’s compensation programs is also considered, including the deductibility of compensation paid to the NEOs, as regulated by Section 162(m) of the Code. ~~Most~~While we believe it is in the Company’s and its shareholders’ best interests to have the ability to potentially grant qualified performance-based compensation for purposes of Section 162(m) of the Code under the Company’s executive compensation ~~programs~~program, we may ~~be designed~~decide to grant compensation that will not qualify as qualified performance-based compensation for ~~deductibility under~~purposes of Section 162(m)~~, but to preserve flexibility in administering compensation programs, not all amounts paid under all~~ of the ~~Company’s~~Code. Moreover, even if we intend to grant compensation ~~programs may~~that qualifies as qualified performance-based compensation for purposes of Section 162(m) of the Code, we cannot guarantee that such compensation will so qualify or ultimately will be ~~intended to qualify for deductibility.~~deductible by the Company.

The Committee’s award of short- and long-term incentives may require achievement of threshold performance metrics. When included, such metrics are based on a performance goal that was approved by our shareholders under the 2011 Omnibus Incentive Compensation Plan, which governs the incentive awards, and is designed to allow us to comply with the “performance-based compensation” exception contained in Section 162(m) of the Internal Revenue Code. The actual amount to be paid to an NEO in respect to such an incentive award ~~would~~may be determined in accordance with the negative discretion of the Committee, based on its assessment of overall performance results. Although the ~~Compensation~~ Committee ~~plans to continue taking~~may take actions intended to limit the impact of Section 162(m) of the Code, the Committee also believes that the tax deduction is only one of several relevant considerations in setting compensation. The ~~Compensation~~ Committee believes that the tax deduction limitation should not be permitted to compromise the Company’s ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

Likewise, the impact of Section 409A of the Code is taken into account, and the Company’s executive plans and programs are designed to comply with, or be exempt from, the requirements of that section so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.

Stock Ownership Guidelines for Executives

To further align the interests of executives with those of shareholders, the Committee adopted stock ownership guidelines for certain executives, including the NEOs. The guidelines are expressed as a multiple of base salary, as set forth below:



~~CEO~~Mr. Amato		5x
~~CFO; General Counsel~~Messrs. Zalupski and Sherbin		3x
~~Other executives, as determined by the Committee (including the President - Packaging Systems and President - Cequent Performance Products)~~		2x

As ~~executives have five years to meet these~~of December 31, 2016, all of the continuing NEOs were in compliance with the stock ownership guidelines ~~from the time of adoption by the Committee, the Committee will not evaluate compliance until December 31, 2014.~~then applicable to them. New executives designated as participants will have five years from the time they are named to a qualifying position to meet the ownership guidelines. Adherence to these guidelines will be evaluated each year on the last trading day of the year, using the executive’s base salary and the value of the executive’s holdings and stock price on such day. Once an executive attains the required ownership level, the executive will not be considered noncompliant solely due to subsequent stock price ~~declines.~~

declines as long as the executive continues to hold at least the number of shares the executive held as of the measurement date until the guideline ownership is again achieved.

The following equity holdings count towards satisfaction of the guidelines:

Shares owned (or beneficially owned) by the executive, including shares acquired upon exercise of stock options or acquired through any Company employee benefit plans;

~~Time-vesting~~Service-vesting restricted stock or restricted stock units, whether vested or not; and

Vested, in-the-money stock options.

Prior to attaining sufficient shares to satisfy the guidelines, an executive must hold at least 50% of the shares acquired by him or her upon the:

Vesting of restricted stock;

Exercise of a stock option;

Exercise of a stock appreciation right;

Payout of a restricted stock unit in shares; and

Payout (in shares) of any other equity ~~award.~~award

in each case reduced first by:

any shares of Common Stock retained by the Company to satisfy any portion of tax withholding requirements attributable to such events;

any shares of Common Stock tendered by the executive to pay any portion of the exercise price of a stock option; and

if any portion of the taxes due in connection with such events or the exercise price of options are satisfied by the executive remitting cash to the Company or applicable taxing authority or by the Company withholding amounts from the executive’s compensation or payments otherwise due, the number of shares of Common Stock having a fair market value equal to the amount so remitted or withheld based on the closing price of the Common Stock on the vesting or exercise date, as applicable.

The Committee has the discretion to consider non-compliance with the guidelines in determining whether or the extent to which future equity awards should be granted and may require all stock attained through Company grants be retained until the guidelines are satisfied.

~~Anti-Hedging/Anti-Pledging~~Anti-Hedging and Short ~~Sale~~Sale/Restricted Pledging Policies

The Company’s anti-hedging policy prohibits our directors, and ~~certain of the Company’s~~ executives, including ~~the~~ NEOs, from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Common Stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds. The policy also prohibits ~~pledging Common Stock as collateral~~our directors and executives from engaging in short sales related to the Common Stock. Under the policy, directors and executives may pledge shares of Common Stock on a limited basis, provided that, among other things, (a) any pledge is approved in advance by our chief executive officer and general counsel (or by the Governance and Nominating Committee in the case of a pledge by our chief executive officer or general counsel), (b) any pledged shares will cease to be counted as owned for purposes of our stock ownership guidelines, and (c) the sum of (i) the aggregate number of shares of Common Stock pledged by all directors and executives at the time of the requested pledge and (ii) the number of shares requested to be pledged is equal to or less than two times the average daily trading volume in our Common Stock for the preceding 30-day period.

Recoupment Policy

In 2009, the Committee implemented a recoupment (or clawback) policy subjecting incentive compensation and grants under the Equity Plans to executive officers and business unit presidents to potential recoupment. The Board has the authority to trigger recoupment in the event of a material financial restatement or manipulation of a financial measure on which compensation is based where the employee’s intentional misconduct contributed to the restatement or manipulation and, but for such misconduct, a lesser amount of compensation would have been paid. The Committee will reevaluate and, if necessary, revise the Company’s recoupment policy to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act once the rules implementing the recoupment requirements have been finalized by the SEC.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of ~~Directors of~~ TriMas Corporation has reviewed and discussed with management ~~this~~the Compensation Discussion and Analysis. Based on this review and discussion, it has recommended to the Board ~~of Directors~~ that ~~this~~the Compensation Discussion and Analysis be included in the ~~2014~~2017 Proxy Statement and in the Annual Report on ~~Form 10-K~~Form,10-K of TriMas Corporation filed for the fiscal year ended December 31, ~~2013.~~2016.

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



	The Compensation Committee ~~of the Board of Directors~~ ~~Eugene A. Miller,~~Samuel Valenti III, Chair ~~Marshall A. Cohen~~ Richard M. Gabrys Nancy S. Gougarty Eugene A. Miller Herbert K. Parker Nick L. Stanage Daniel P. Tredwell ~~Samuel Valenti III~~

4554

~~2013~~2016 Summary Compensation Table

The following table summarizes the total compensation paid to or earned by the NEOs in ~~2013, 2012~~2016, 2015, and ~~2011.~~

2014, as applicable.

Name and Principal Position Year Salary
($)
Bonus
($)⁽¹⁾

Stock Awards
($)⁽²⁾⁽³⁾

Non-Equity Incentive Plan Compensation ($)⁽⁴⁾

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)⁽⁵⁾

All Other Compensation ($)⁽⁶⁾
Total
($)
David M. Wathen, CEO 2013 710,500
165,000
2,227,600
546,400
—
151,900
3,801,400
(principal executive officer) 2012 700,000
—
2,710,800
567,400
—
113,600
4,091,800
2011 695,900
—
1,353,500
1,166,200
—
134,000
3,349,600

A. Mark Zeffiro, CFO 2013 445,600
70,000
864,400
232,700
—
105,900
1,718,600
(principal financial officer) 2012 420,400
—
1,111,400
232,500
—
86,000
1,850,300
2011 405,000
—
491,700
441,000
—
92,200
1,429,900

Thomas M. Benson, President, 2013 330,900
—
307,700
223,500
—
45,800
907,900
  Cequent Performance Products 2012 321,400
—
347,300
226,400
—
45,600
940,700
2011 312,200
—
32,500
129,900
—
45,000
519,600

Lynn A. Brooks, President, 2013 454,800
—
410,900
378,000
(12,900 ) 178,700
1,409,500
  Packaging Systems 2012 448,800
—
456,400
322,500
28,100
121,500
1,377,300
2011 436,500
—
43,100
172,200
31,500
119,900
803,200

Joshua A. Sherbin 2013 392,500
45,000
530,300
158,600
—
93,400
1,219,800
  General Counsel 2012 386,800
—
839,400
141,300
—
91,900
1,459,400
2011 375,600
—
282,800
282,700
—
90,900
1,032,000



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa-tion ($)⁽⁵⁾	Total ($)
Thomas A. Amato, President and CEO	2016	257,212	—	—	1,137,090	—	—	901	1,395,203

Robert J. Zalupski, CFO	2016	407,154	—	702,202	—	175,062	—	115,036	1,399,454
	2015	372,065	—	645,049	—	150,300	—	90,714	1,258,128
	2014	294,350	—	202,399	—	92,748	—	85,755	675,252

Joshua A. Sherbin	2016	400,400	—	600,610	—	156,676	—	152,311	1,309,997
General Counsel	2015	400,400	—	770,936	—	160,520	—	94,869	1,426,725
	2014	396,450	—	557,923	—	149,178	—	97,663	1,201,214

David M. Wathen⁽⁶⁾	2,016	444,289	—	2,677,602	—	316,682	—	142,804	3,581,377
Former President and CEO	2015	753,850	—	3,424,970	—	574,881	—	164,151	4,917,852
	2014	731,850	—	2,543,485	—	518,740	—	163,636	3,957,711

Colin E. Hindman⁽⁷⁾	2016	298,200	—	238,612	—	97,213	—	76,562	710,587
Former VP, Human Resources	2015	298,200	—	306,522	—	99,599	—	74,138	778,459


⁽¹⁾	On February 20, 2013, in recognition of their leadership and roles within the Company, the Committee awarded a discretionary cash bonus to the CEO, CFO and General Counsel in the amount of $165,000, $70,000 and $45,000, respectively.

⁽²⁾

All awards in this column for 2016 relate to restricted stock units (including performance stock units) granted under the ~~2002 Long Term Equity Incentive Plan, the 2006 Long Term Equity Incentive Plan and the~~Amended 2011 ~~Omnibus Incentive Compensation~~ Plan that are calculated in accordance with ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)~~FASB ASC, Topic 718, “Stock Compensation.” This column includes compensation for performance ~~share~~stock units based on the targeted attainment levels, which represents the probable outcome of the performance condition on the date of grant. Included in this amount is the full value of the 20% of 2013 STI amounts earned and required to be paid in restricted stock 2013, with the number of shares determined based on the Company’s closing stock price as of March 1 of the following year. See the “Grants of Plan-Based Awards in 2013” table.

⁽³⁾⁽²⁾

On March 1, ~~2013,~~2016, each NEO other than Mr. Amato received time-based restricted stock ~~awards which~~units that generally vest ratably over a ~~three year~~three-year period. In addition, each NEO other than Mr. Amato received a performance-based ~~awards~~award which ~~cliff-vest~~generally cliff-vests after three years and ~~are~~is subject to a targeted ~~earnings per share growth rate and cumulative cash flow generated~~achievement of RTSR over the performance period. ~~Target~~Maximum fair values for ~~each of the time-based and~~all performance-based awards ~~was $1,045,500~~granted in 2016 were $702,202 for Mr. Zalupski, $600,610 for Mr. Sherbin, $2,677,602 for Mr. Wathen, ~~$403,100~~and $238,612 for Mr. ~~Zeffiro, $125,900 for Mr. Benson, $158,200 for Mr. Brooks and $245,300 for Mr. Sherbin.~~Hindman. Attainment of the performance-based awards can vary from zero percent if the lowest milestone is not attained to a maximum of ~~237.5%~~200% of target award.


⁽³⁾	On July 29, 2016, Mr. Amato received service-based stock options that generally vest ratably over a three-year period. The grant date fair value for the stock options is based on the Black Scholes model stock price of $7.58. Assumptions used in the calculation of this amount for 2016 are included in the “2016 Stock Option Grant” section of the Compensation Discussion and Analysis.


⁽⁴⁾	STI payments are made in the year subsequent to which they were earned. Amounts earned under the ~~2013~~2016 STI were approved by the Committee on February ~~14, 2014. Amount consists of the portion of the award~~21, 2017 and paid in cash. For additional information about STI awards, please refer to the “Grants of Plan-Based Awards in ~~2013”~~2016” table.


⁽⁵⁾	~~The benefits of the TriMas Benefit Restoration Plan were frozen as of December 31, 2002. Therefore, the above amounts represent only the change in actuarial present value of that frozen benefit.~~

⁽⁶⁾

~~In 2013,~~For 2016, includes perquisite allowance, Company contributions to retirement and 401(k) plans, and personal use of corporate ~~aircraft and value conveyed for Company awards.~~aircraft. Specifically, in ~~2013,~~2016, Messrs. ~~Wathen, Zeffiro, Brooks~~Zalupski, Sherbin, and ~~Sherbin,~~Hindman, each received a perquisite allowance of $55,000, and Mr. ~~Benson~~Wathen received a perquisite allowance of ~~$25,000.~~$41,250. Company contributions during ~~2013~~2016 into the retirement and 401(k) plans were ~~$80,000~~$901 for Mr. Amato, $41,167 for Mr. Zalupski, $41,421 for Mr. Sherbin, $74,740 for Mr. Wathen, ~~$41,000~~and $21,562 for Mr. ~~Zeffiro,~~ ~~$20,800~~ ~~for Mr. Benson,~~ ~~$67,400~~ ~~for Mr. Brooks and~~ ~~$38,400~~ ~~for Mr. Sherbin.~~Hindman. See ~~“-Compensation~~“Compensation Components-Benefit and Retirement Programs.” Each NEO other than Mr. Amato and Mr. Hindman also received a one-time reimbursement for additional taxes paid as a result of TriMas overstating participants wages reported to the Internal Revenue Service from employer contributions to the Executive Retirement Plan. The payments for the NEOs which were grossed up and subject to normal withholding and taxes were $18,712 for Mr. Zalupski, $55,890 for Mr. Sherbin, and $21,287 for Mr. Wathen. In addition, under certain circumstances, NEOs may utilize our corporate owned or leased aircraft for personal use (including spousal use). In those instances, the value of the benefit is based on the aggregate incremental cost to the Company. Incremental cost is estimated based on the variable costs to the Company, including fuel costs, mileage, certain maintenance, on-board catering, landing/ramp fees, and certain other miscellaneous costs. Fixed costs that do not change based on usage, such as pilot salaries and depreciation of aircraft, are excluded. For income tax purposes, the amounts included in NEO income are calculated based on the standard industry fare level valuation method. No tax gross-ups are provided for this imputed income. Mr. ~~Brooks~~Wathen incurred ~~approximately~~ ~~$55,300~~$5,137 of personal use of Company aircraft during ~~2013.~~2016. Where such use ~~is included in~~includes the NEO’s spouse accompanying him, the Company has determined that there was no incremental cost for the spouse’s presence on such flights.


⁽⁶⁾	Mr. Wathen separated from his position of chief executive officer effective July 25, 2016.


⁽⁷⁾	Mr. Hindman ceased serving as vice president, human resources effective November 3, 2016 and received compensation and benefits in connection with his severance agreement through December 31, 2016.

4655

Grants of Plan-Based Awards in ~~2013~~2016

The following table provides information about the awards granted to the NEOs in ~~2013.~~2016.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards ($)			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)					Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Closing Price on Grant Date ($/share)	Grant Date Fair Value of Stock and Option Awards ($)	Grant Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)
David M. Wathen	STI⁽¹⁾		113,600	811,200	1,784,600	—	—	—	—	—	—
Thomas A. Amato												Stock Options⁽¹⁾	7/29/2016	—	—	—	—	—	—	—		150,000	17.87		1,137,090
	Restricted Stock⁽²⁾	3/1/2013	—	—	—	—	—	—	4,890	29.01	141,900
	Restricted Stock⁽³⁾	3/1/2013	—	—	—	—	—	—	36,040	29.01	1,045,500
	Performance Stock Unit⁽⁴⁾	3/1/2013	—	—	—	2,703	36,040	85,595	—	29.01	1,045,500

A. Mark Zeffiro	STI⁽¹⁾		48,400	345,500	760,100	—	—	—	—	—	—
	Restricted Stock⁽²⁾	3/1/2013	—	—	—	—	—	—	2,004	29.01	58,100
	Restricted Stock⁽³⁾	3/1/2013	—	—	—	—	—	—	13,896	29.01	403,100
	Performance Stock Unit⁽⁴⁾	3/1/2013	—	—	—	1,043	13,896	33,003	—	29.01	403,100

Thomas M. Benson	STI⁽¹⁾		15,100	167,900	335,800	—	—	—	—	—	—
	Restricted Stock⁽²⁾	3/1/2013	—	—	—	—	—	—	1,951	29.01	56,600
	Restricted Stock⁽³⁾	3/1/2013	—	—	—	—	—	—	4,340	29.01	125,900
	Performance Stock Unit⁽⁴⁾	3/1/2013	—	—	—	326	4,340	10,308	—	29.01	125,900

Lynn A. Brooks	STI⁽¹⁾		26,600	295,300	590,600	—	—	—	—	—	—
	Restricted Stock⁽²⁾	3/1/2013	—	—	—	—	—	—	2,779	29.01	80,600
Robert J. Zalupski												STI⁽²⁾		21,480	268,500	537,000	—	—	—	—		—	—		—
	Restricted Stock⁽³⁾	3/1/2013	—	—	—	—	—	—	5,454	29.01	158,200	Restricted Stock Unit⁽³⁾	3/1/2016	—	—	—	—	—	—	20,653		—	—		351,101
	Performance Stock Unit⁽⁴⁾	3/1/2013	—	—	—	410	5,454	12,954	—	29.01	158,200	Performance Stock Unit⁽⁴⁾	3/1/2016	—	—	—	—	20,653	41,306	—	—	—	—	—	351,101

Joshua A. Sherbin	STI⁽¹⁾		33,000	235,500	518,100	—	—	—				STI⁽²⁾		19,224	240,300	480,600	—	—	—	—		—	—		—
	Restricted Stock⁽²⁾	3/1/2013	—	—	—	—	—	—	1,218	29.01	35,300	Restricted Stock Unit⁽³⁾	3/1/2016	—	—	—	—	—	—	17,665		—	—		300,305
	Restricted Stock⁽³⁾	3/1/2013	—	—	—	—	—	—	8,456	29.01	245,300	Performance Stock Unit⁽⁴⁾	3/1/2016	—	—	—	—	17,665	35,330	—	—	—	—	—	300,305
	Performance Stock Unit⁽⁴⁾	3/1/2013	—	—	—	635	8,456	20,083	—	29.01	245,300
David M. Wathen												STI⁽²⁾		68,848	860,600	1,721,200	—	—	—	—		—	—		—
												Restricted Stock Unit⁽³⁾	3/1/2016	—	—	—	—	—	—	78,753		—	—		1,338,801
												Performance Stock Unit⁽⁴⁾	3/1/2016	—	—	—	—	78,753	157,506	—	—	—	—	—	1,338,801

Colin E. Hindman												STI⁽²⁾		11,928	149,100	298,200	—	—	—	—		—	—		—
												Restricted Stock Unit⁽³⁾	3/1/2016	—	—	—	—	—	—	7,018		—	—		119,306
												Performance Stock Unit⁽⁴⁾	3/1/2016	—	—	—	—	7,018	14,036	—	—	—	—	—	119,306


⁽¹⁾	On July 29, 2016, Mr. Amato received stock options under the Amended 2011 Plan which generally vest ratably over a three year period. The grant date fair value of options is based on the Black Scholes stock price model and $7.58 is the share price.

⁽²⁾

The amounts above in the Estimated ~~Future~~Possible Payouts Under Non-Equity Incentive Plan Awards column are based on awards pursuant to the STI for each NEO other than Mr. Amato with respect to 2013. While each NEO is required to receive 20% of his award in restricted stock, which vests on the first anniversary of the payment of the cash portion, the above figures include 100% of the threshold, target and maximum awards pursuant to the STI. Upon approval of the total STI award by the Committee, 80% of the award value would be paid in cash while 20% would be awarded in restricted stock based on the Company’s then current stock price.2016. The threshold payout is based on the smallest percentage payout of the smallest metric in the NEO’s composite target incentive and the target award is a specified dollar figure for each NEO. The maximum estimated possible payout for each participant is equal to maximum attainment for each metric.

⁽²⁾

On March 1, 2013, each NEO received a restricted stock award under the 2011 Omnibus Incentive Compensation Plan related to the 20% of their 2012 STI award that was required to be received in restricted stock. The ~~number of shares was determined based on the Company’s closing stock price as~~actual cash payout for 2016 of the ~~grant date. The shares vest one year from date of grant. The grant date fair value of these shares was included~~participating NEOs’ STI awards is disclosed in the ~~Stock Awards column for 2012 of the 2012~~2016 Summary Compensation Table asunder the ~~value was based on 2012 Company performance.~~Non-Equity Incentive Plan Compensation column.


⁽³⁾	On March 1, ~~2013,~~2016, each NEO other than Mr. Amato received time-based restricted stock ~~awards~~units under the Amended 2011 ~~Omnibus Incentive Compensation~~ Plan which awards generally vest ratably over a ~~three year~~three-year period.

⁽⁴⁾

On March 1, ~~2013,~~2016, each NEO other than Mr. Amato received performance-based awards under the Amended 2011 ~~Omnibus Incentive Compensation~~ Plan which ~~cliff-vest~~awards generally cliff vest after ~~three years~~a three-year performance period (2016-2018 Cycle) and are subject to a targeted ~~earnings per share growth rate (75% of value) and cumulative cash flow generated (25% of value)~~relative total shareholder return over the performance period. Attainment of these awards can vary from ~~7.5%~~0% if the lowest milestone is not attained to a maximum of ~~237.5%~~200% of the target award.

For a detailed description of the programs underlying the awards detailed in the Grants of Plan-Based Awards in ~~2013~~2016 table, please refer to the “Compensation Components” section of the CD&A. For more information about the NEOs’ relative mix of salary and other compensation elements in proportion to total compensation, please refer to the “Pay for Performance” section of the CD&A.

4756

Outstanding Equity Awards at 2016 Fiscal ~~Year End for 2013~~Year-End

The following table summarizes the outstanding equity awards toheld by the NEOs as of December 31, ~~2013:~~

2016:


		Option Awards				Share Awards					Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable ⁽¹⁾	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock that have not Vested $⁽³⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)⁽²⁾	Equity Incentive Plan Awards: Market Value or Payout of Shares, Units or Other Rights that have not Vested $⁽³⁾	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercis-able⁽¹⁾	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock That Have not Vested $⁽³⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#)⁽²⁾	Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have not Vested $⁽³⁾
David M. Wathen	1/13/09	66,667	—	1.38	1/12/2019	—	—	—	—
Thomas A. Amato										7/29/16 ⁽¹⁾	—	150,000	17.87	7/28/2026	—	—	—	—

Robert J. Zalupski										3/5/14 ⁽⁴⁾	—	—	—	—	1,062	24,957	—	—
	1/21/11 ⁽⁴⁾	—	—	—	—	8,334	332,400	—	—	3/5/14 ⁽⁵⁾	—	—	—	—	478	11,233	—	—
	2/24/11 ⁽⁵⁾	—	—	—	—	10,500	418,800	—	—	3/1/15 ⁽⁶⁾	—	—	—	—	7,512	176,532	—	—
	2/24/11 ⁽⁵⁾	—	—	—	—	5,250	209,400	—	—
	2/24/11 ⁽⁵⁾	—	—	—	—	5,250	209,400	—	—
	3/1/12 ⁽⁶⁾	—	—	—	—	19,182	765,200	28,772	1,147,700
	3/1/12 ⁽⁷⁾	—	—	—	—	—	—	19,220	766,700
	3/1/13 ⁽⁸⁾	—	—	—	—	4,890	195,100	—	—
	3/1/13 ⁽⁹⁾	—	—	—	—	36,040	1,437,600	36,040	1,437,600

A. Mark Zeffiro	2/24/11 ⁽⁵⁾	—	—	—	—	5,250	209,400	—	—
	2/24/11 ⁽⁵⁾	—	—	—	—	2,625	104,700	—	—
	2/24/11 ⁽⁵⁾	—	—	—	—	2,625	104,700	—	—
	3/1/12 ⁽⁶⁾	—	—	—	—	7,865	313,700	11,797	470,600
	3/1/12 ⁽⁷⁾	—	—	—	—	—	—	7,880	314,300
	3/1/13 ⁽⁸⁾	—	—	—	—	2,004	79,900	—	—
	3/1/13 ⁽⁹⁾	—	—	—	—	13,896	554,300	13,896	554,300

Thomas M. Benson	3/9/09	12,500	—	1.01	3/8/2019	—	—	—	—
	3/1/12 ⁽⁶⁾	—	—	—	—	2,171	86,600	3,256	129,900
	3/1/12 ⁽⁷⁾	—	—	—	—	—	—	2,175	86,800
	3/1/13 ⁽⁸⁾	—	—	—	—	1,951	77,800	—	—
	3/1/13 ⁽⁹⁾	—	—	—	—	4,340	173,100	4,340	173,100

Lynn A. Brooks	3/9/09	22,333	—	1.01	3/8/2019	—	—	—	—
	3/1/12 ⁽⁶⁾	—	—	—	—	2,806	111,900	4,209	167,900	9/10/15 ⁽⁷⁾	—	—	—	—	—	—	2,599	61,077
	3/1/12 ⁽⁷⁾	—	—	—	—	—	—	2,812	112,200	9/10/15 ⁽⁸⁾	—	—	—	—	—	—	16,317	383,450
	3/1/13 ⁽⁸⁾	—	—	—	—	2,779	110,900	—	—	3/1/16 ⁽⁹⁾	—	—	—	—	2,211	51,959	—	—
	3/1/13 ⁽⁹⁾	—	—	—	—	5,454	217,600	5,454	217,600	3/1/16 ⁽¹⁰⁾	—	—	—	—	20,653	485,346	20,653	485,346

Joshua A. Sherbin	2/24/11 ⁽⁵⁾	—	—	—	—	2,920	116,500	—	—	3/5/14 ⁽⁴⁾	—	—	—	—	3,085	72,498	—	—
	2/24/11 ⁽⁵⁾	—	—	—	—	1,460	58,200	—	—	3/5/14 ⁽⁵⁾	—	—	—	—	1,389	32,642	—	—
	2/24/11 ⁽⁵⁾	—	—	—	—	1,460	58,200	—	—	3/1/15 ⁽⁶⁾	—	—	—	—	8,019	188,447	—	—
	3/1/12 ⁽⁶⁾	—	—	—	—	6,004	239,500	9,006	359,200	9/10/15 ⁽⁷⁾	—	—	—	—	—	—	7,550	177,425
	3/1/12 ⁽⁷⁾	—	—	—	—	—	—	6,018	240,100	9/10/15 ⁽⁸⁾	—	—	—	—	—	—	17,419	409,347
	3/1/13 ⁽⁸⁾	—	—	—	—	1,218	48,600	—	—	3/1/16 ⁽⁹⁾	—	—	—	—	2,361	55,484	—	—
	3/1/13 ⁽⁹⁾	—	—	—	—	8,456	337,300	8,456	337,300	3/1/16 ⁽¹⁰⁾	—	—	—	—	17,665	415,128	17,665	415,128

David M. Wathen										3/5/14 ⁽⁵⁾	—	—	—	—	5,007	117,665	—	—
										9/10/15 ⁽⁷⁾	—	—	—	—	—	—	19,446	456,981
										9/10/15 ⁽⁸⁾	—	—	—	—	—	—	25,886	608,321
										3/1/16 ⁽¹⁰⁾	—	—	—	—	—	—	8,750	205,625

Colin E. Hindman										3/5/14 ⁽⁵⁾	—	—	—	—	459	10,787	—	—
										9/10/15 ⁽⁷⁾	—	—	—	—	—	—	2,495	58,633
										9/10/15 ⁽⁸⁾	—	—	—	—	—	—	6,920	162,620
										3/1/16 ⁽¹⁰⁾	—	—	—	—	—	—	7,018	164,923


⁽¹⁾	Stock options ~~that have been~~were granted under the ~~2006 and 2002~~2011 Long Term Equity Incentive ~~Plans vested~~Plan and generally vest ratably over a ~~period of three to seven years. All stock options are currently vested.~~three-year period.


⁽²⁾	All awards in this column relate to restricted stock, restricted stock units, and performance ~~share~~stock unit grants awarded under the ~~2006 Long Term Equity Incentive Plan and the~~Amended 2011 ~~Omnibus Incentive Compensation~~ Plan.


⁽³⁾	The market value is based on the stock price as of December ~~31, 2013~~30, 2016 ($~~39.89)~~23.50) multiplied by the number of share or ~~unit awards~~units granted.


⁽⁴⁾	~~Original~~Each participating NEO received a restricted stock award ~~vests~~as a part of the Company’s 2014 LTI awards. Restricted stock generally vest ratably over ~~three years from grant date.~~a three-year period.

⁽⁵⁾

~~Awards earned during 2013, vesting 50% upon~~Each participating NEO received a performance ~~criteria~~stock unit award as a part of the Company’s 2014 LTI awards. The performance stock units performance was measured as of June 30, 2015 based on targeted EPS and cumulative cash flow levels being attained ~~during 2013, with remaining 50% of~~at 30% and such awards ~~vesting half~~were converted into service-based restricted stock units that vest on ~~the one and two-year anniversaries of the performance criteria attainment date.~~

March 5, 2017.

⁽⁶⁾

Each participating NEO received a restricted stock ~~and a performance share~~ unit award as a part of the Company’s ~~2013~~2015 LTI awards. Restricted stock ~~vests~~units generally vest ratably over a ~~three year period while the performance share units cliff vest after three years and are subject to a targeted earnings per share and cumulative cash flow levels being attained.~~three-year period.

⁽⁷⁾

~~Award relates~~On September 10, 2015, each participating NEO received a performance stock unit award as part of the Company’s 2015 LTI awards (2015-2016 Cycle). The performance stock units generally cliff vest after a 16-month performance period (2015-2016 Cycle) and are subject to a ~~performance-based Transitional award, 60% of which vested on~~targeted relative total shareholder return over the ~~one-year grant date anniversary and 40% vests on the second anniversary of the grant date. Attainment is based on reaching targeted levels of earnings per share.~~performance period.


⁽⁸⁾	On September 10, 2015, each participating NEO received a performance stock unit award as part of the Company’s 2015 LTI awards (2015-2017 Cycle). The performance stock units generally cliff vest after a 28-month performance period (2015-2017 Cycle) and are subject to a targeted relative total shareholder return over the performance period.

⁽⁹⁾

On March 1, ~~2013,~~2016, each participating NEO received a restricted stock unit award related to the 20% of ~~their 2012~~the 2015 STI award that was required to be received in restricted ~~stock.~~stock units. The number of ~~shares~~units was determined based on the Company's closing stock price as of the grant date. The ~~shares~~restricted stock units generally vest one year from date of the grant.


^(9)(10)	On March 1, ~~2013,~~2016, each participating NEO received a restricted stock unit and a performance ~~share~~stock unit award as a part of the Company’s ~~2013~~2016 LTI awards. See the “Grants of Plan-Based Awards in ~~2013”~~2016” table for details on the grants, including vesting terms.

Option Exercises and Stock Vested in ~~2013~~2016

The following table provides information on stock options and restricted stock ~~awards~~ that vested or were exercised, as applicable, in ~~2013~~2016 for our NEOs.


	Option Awards		Stock Awards		Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽²⁾	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽¹⁾
Thomas A. Amato					—	—	—	—
Robert J. Zalupski					—	—	8,745	149,345
Joshua A. Sherbin					—	—	17,044	291,722
David M. Wathen	—	—	118,026	3,719,500	78,965	1,396,891	95,706	1,689,439
A. Mark Zeffiro	—	—	72,501	2,182,400
Thomas M. Benson	33,330	274,000	8,132	235,900
Lynn A. Brooks	—	—	10,555	306,200
Joshua A. Sherbin	55,000	382,300	52,176	1,556,700
Colin E. Hindman					—	—	18,809	402,884


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


⁽²⁾	~~Calculated by multiplying the number of shares acquired~~or units vesting times the closing price of Common Stock on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).

~~Pension Benefits for 2013~~

~~The following table summarizes the actuarial present values for the participating NEOs under the Company’s Benefit Restoration Plan in 2013.~~

Name Plan Name Number of Years of
Credited
Service
Present Value of
Accumulated
Benefit⁽¹⁾
David M. Wathen N/A — $—
A. Mark Zeffiro N/A — —
Thomas M. Benson N/A — —
Lynn A. Brooks TriMas Benefit Restoration Plan 34 230,500
Joshua A. Sherbin N/A — —


⁽¹⁾	The Benefits of the TriMas Benefits Restoration Pension Plan were frozen as of December 31, 2002. Any changes in the present value of the accumulated benefits represent only changes in actuarial assumptions used in calculating the present value of those benefits.

~~2013 Non-Qualified~~2016 Nonqualified Deferred Compensation Table

The following table summarizes the activity in the nonqualified retirement plans for the NEOs in ~~2013:~~2016:


Name	Executive Contributions in Last Fiscal Year ($)⁽¹⁾	Registrant Contributions in Last Fiscal Year ($)⁽²⁾	Aggregate Earnings in Last Fiscal Year ($)⁽³⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)⁽⁴⁾	Executive Contributions in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)⁽¹⁾	Aggregate Earnings in Last Fiscal Year ($)⁽²⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)⁽³⁾
Thomas A. Amato						—	—	—	—	—
Robert J. Zalupski						—	23,164	16,345	—	241,627
Joshua A. Sherbin						—	23,418	29,081	—	324,592
David M. Wathen	—	62,500	28,700	—	299,400	—	56,737	38,020	—	538,970
A. Mark Zeffiro	—	24,800	18,100	—	130,400
Thomas M. Benson	—	3,200	3,800	—	21,500
Lynn A. Brooks	119,100	41,300	123,200	—	825,700
Joshua A. Sherbin	—	21,300	42,100	—	219,300
Colin E. Hindman						—	7,189	1,214	—	13,473


⁽¹⁾	~~This contribution is included in the “Salary” column in the 2013 Summary Compensation Table.~~


⁽²⁾	Represents the Company’s contributions to the TriMas Executive Retirement Program. These contributions are included in the column titled “All Other Compensation” in the ~~2013~~2016 Summary Compensation Table.


⁽³⁾⁽²⁾	None of these amounts are reported in the ~~2013~~2016 Summary Compensation Table.

Contributions to the Executive Retirement Program are invested in accordance with each NEO’s directive based on the investment options in the Company’s retirement program. Investment directives can be amended by the participant at any time.

⁽³⁾

The following amounts included in this column were reported in Summary Compensation Tables the prior fiscal years: Mr. Amato, $0; Mr. Zalupski, $40,381; Mr. Sherbin, $185,909; Mr. Wathen, $374,899; and Mr. Hindman, $5,226. Contributions to the Executive Retirement Program are invested in accordance with each NEO’s directive based on the investment options in the Company’s retirement program. Investment directives can be amended by the participant at any time. For further information regarding the Executive Retirement Program, see “Compensation Discussion and Analysis - Executive Retirement Program.”

Post-Employment Compensation

The Company maintains the revised Severance Policy, approved by the Committee in August 2013. The Severance Policy applies to the Company’s executives identified by the Committee, including the ~~NEOs. Each participant is designated~~NEOs while employed by the ~~Compensation Committee as either a Tier I, Tier II, or Tier III participant upon becoming eligible for the Severance Policy.~~Company. The Severance Policy provides that the Company will make severance payments to an executive if his or her employment is terminated under certain circumstances. The Severance Policy includes an excise tax “cap” provision, which reduces the total amount of payments due under the Severance Policy so as to avoid the imposition of excise taxes and the resulting loss of tax deductions to the Company under Section 280G of the ~~Internal Revenue~~ Code.

If the Company terminates the employment of ~~the CEO (Tier I participant)~~each of Mr. Amato, Mr. Zalupski, or Mr. Sherbin for any reason other than for cause, disability, or death (cause and disability as defined in the Severance Policy), or if he terminates his employment for good reason (as defined in the Severance Policy), the Company will provide him ~~with two years’~~with: (1) one year’s annual base salary (generally paid in equal installments over a year); (2) STI ~~payments~~payment equal to ~~two~~one year’s payout at his target level in effect on the date of termination (generally paid in equal installments over two years),; (3) accrued but unpaid base salary and unused ~~vacation,~~vacation; (4) any STI payment that has been declared for him but not ~~paid,~~paid; (5) his pro-rated STI for the year of termination through the date of termination based

on his target level and actual full-year ~~performance, immediate vesting upon the termination date of certain time-based vesting equity awards under the 2002 and 2006 Long-Term Equity Plans and a~~performance; (6) his pro rata portion of time-based vesting equity awards ~~granted on or after March 2, 2013 (and~~and certain performance equity awards based on actual ~~performance)~~performance under all equity plans through the termination ~~date,~~date; (7) executive level outplacement services for up to 12 ~~months,~~months; and (8) continued medical benefits for up to 24 months following the termination date. The CEO’s termination based compensation is higher than that of other executive officers in the interest of keeping with the Company policy of compensating executive officers at levels that correspond with their levels of responsibility.

If the Company terminates the employment of any other participating NEO (excluding CEO) for any reason other than cause, disability, or death, or if the executive terminates his or her employment for good reason, the Company will provide the executive with one year’s annual base salary, STI payments equal to one year’s payout at his or her target level in effect on the date of termination (generally paid in equal installments over one year), any STI payment that has been declared for the executive but not paid, his or her pro-rated STI for the year of termination through the date of termination based on his or her target level and actual full-year performance, immediate vesting upon the termination date of certain time-based vesting equity awards under the 2002 and 2006 Long-Term Equity Plans and a pro rata portion of time-based vesting equity awards granted on or after March 2, 2013 (and certain performance equity awards based on actual performance) under all equity plans through the termination date, executive level outplacement services for up to 12 months, and continued medical benefits for up to 12 months following the termination date.

In the case of any participating executive’s voluntary termination or termination for cause, the Company pays the executive the accrued base salary through termination plus earned but unused vacation compensation (and, in the case of voluntary termination, any STI payment that has been declared for the executive but not paid). All other benefits cease as of the termination date. If an executive’s employment is terminated due to death, the Company pays the accrued but unpaid base salary as of the date of death, and accrued but unpaid STI compensation and fully vests all of the executive’s outstanding equity awards including performance-based equity awards at the target performance ~~threshold.~~level. Other than continued participation in the Company’s medical benefit plan for the executive’s dependents for up to 36 months, all other benefits cease as of the date of the executive’s death. If an executive is terminated due to becoming disabled, the Company pays the executive earned but unpaid base salary and STI payments and fully vests all of the executive’s outstanding time-based equity awards and performance-based equity awards at the end of the performance period based on actual performance. All other benefits cease as of the date of such termination in accordance with the terms of such benefit plans.

In the case of a qualifying termination of ~~any Tier I or grandfathered Tier II participating executive’s~~Mr. Amato’s employment within two years of a change-of-control (as defined below), then, in place of any other severance payments or benefits, the Company will provide ~~the executive with~~Mr. Amato with: (1) a payment equal to 3624 months of his ~~or her~~ base salary rate in effect at the date of ~~termination,~~termination; (2) an STI payment equal to ~~three~~two years’ payout at his ~~or her~~ target level in effect at the date of ~~termination,~~termination; (3) any STI payment that has been declared for the executive but not ~~paid,~~paid; (4) his ~~or her~~ pro-rated STI payout for the year of termination through the date of termination based on his ~~or her~~ target level and actual full-year ~~performance,~~performance; (5) immediate vesting upon the termination date of all unvested and outstanding time-based vesting equity ~~awards,~~awards; (6) immediate vesting upon the termination date of all unvested and outstanding performance-based equity awards based on target ~~performance,~~performance; (7) executive level outplacement services for up to ~~12 months,~~24 months; and (8) continued medical benefits for up to 3624 months following the termination date provided that the timing of the foregoing payments will be made in compliance with Code Section 409A.

In the case of a qualifying termination of ~~any Tier III participating executive’s~~each of Mr. Zalupski or Mr. Sherbin’s employment within two years of a change-of-control (as defined below), then, in place of any other severance payments or benefits, the Company will provide the executive ~~with~~with: (1) a payment equal to 1236 months of his ~~or her~~ base salary rate in effect at the date of ~~termination,~~termination; (2) an STI payment equal to ~~one~~three years’ payout at his ~~or her~~ target level in effect at the date of ~~termination,~~termination; (3) any STI payment that has been declared for the executive but not ~~paid,~~paid; (4) his ~~or her~~ pro-rated STI payout for the year of termination through the date of termination based on his ~~or her~~ target level and actual full-year ~~performance,~~performance; (5) immediate vesting upon the termination date of all unvested and outstanding time-based vesting equity ~~awards,~~awards; (6) immediate vesting upon the termination date of all unvested and outstanding performance-based equity awards based on target ~~performance,~~performance; (7) executive level outplacement services for up to 12 ~~months,~~months; and (8) continued medical benefits for up to 1236 months following the termination date provided that the timing of the foregoing payments will be made in compliance with Code Section 409A.

For purposes of the Severance Policy, “Change-of-Control” shall be deemed to have occurred upon the first of the following events to occur:

(i) any Person (as defined in the Severance Policy) is or becomes the Beneficial Owner (as defined in the Severance Policy), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its ~~Affiliates)~~Affiliates (as defined in the Severance Policy)) representing 35% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (a) of paragraph (iii) below;

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Company’s Board: individuals who, on the date hereof, constitute the ~~Company’s~~ Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the ~~Company’s~~ Board or nomination for election by the Company’s ~~stockholders~~shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent Board”); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the ~~Company~~ Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;

(iii) there is consummated a merger, consolidation, wind-up, reorganization, or restructuring of the Company with or into any other entity, or a similar event or series of such events, other than (a) any such event or series of events which results in (1) the voting securities of the Company outstanding immediately prior to such event or series of events continuing to represent ~~(either~~

(either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 51% of the combined voting power of the securities of the

Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (2) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (b) any such event or series of events effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities; or

(iv) the ~~stockholders~~shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Company’s ~~stockholders~~shareholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (a) at least 51% of the combined voting power of the voting securities of which are owned by ~~stockholders~~shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (b) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto.

Notwithstanding the foregoing, (a) a “Change-of-Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and (b) if required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a “Change-of-Control” shall be deemed to have occurred only if the transaction or event qualifies as a Section 409A Change-of-Control.

In addition, the Severance Policy states that in return for these benefits, each executive covered under the Severance Policy must refrain from competing against the Company for a period following termination that corresponds to the duration of any severance payments the executive would be entitled to receive or 24 months if no severance payments are payable.

The Severance Policy may be modified by the Committee at any time, provided that the prior written consent of the executive is required if the modification adversely impacts the executive. Further, the Committee may amend or terminate the Severance Policy at any time upon 12 months’ written notice to any adversely affected executive.

Potential Payments Upon Termination or Change-of-Control as of December ~~31, 2013~~30, 2016

The following table estimates the potential executive benefits and payments due to Mr. Amato and the ~~CEO and~~ other NEOs (other than Messrs. Wathen and Hindman) upon certain terminations of employment or a Change-of-Control, assuming such events ~~occur~~occurred on December ~~31, 2013.~~30, 2016. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs.

5260

Involuntary termination by Company without cause or termination by executive for good reason
($) Involuntary termination by Company for cause
($) Qualifying termination in connection with a change of control
($)
Death
$⁽⁴⁾

Termination as a result of disability
$⁽⁵⁾
David M. Wathen
Cash payments ⁽¹⁾
3,064,400
—
4,596,600
811,200
811,200
Value of restricted stock ⁽²⁾
4,508,200
—
6,920,000
6,920,000
6,920,000
Value of stock options ⁽³⁾
—
—
—
—
—
Outplacement services 50,000
—
50,000
—
—
Medical benefits 33,400
—
50,000
50,000
—
Total 7,656,000
—
11,616,600
7,781,200
7,731,200

A. Mark Zeffiro
Cash payments ⁽¹⁾
806,200
—
2,418,600
345,500
345,500
Value of restricted stock ⁽²⁾
1,766,000
—
2,706,100
2,706,100
2,706,100
Value of stock options ⁽³⁾
—
—
—
—
—
Outplacement services 30,000
—
30,000
—
—
Medical benefits 16,700
—
50,000
50,000
—
Total 2,618,900
—
5,204,700
3,101,600
3,051,600

Thomas M. Benson
Cash payments ⁽¹⁾
503,700
—
503,700
167,900
167,900
Value of restricted stock ⁽²⁾
430,600
—
727,300
727,300
727,300
Value of stock options ⁽³⁾
—
—
—
—
—
Outplacement services 30,000
—
30,000
—
—
Medical benefits 16,700
—
16,700
16,700
—
Total 981,000
—
1,277,700
911,900
895,200

Lynn A. Brooks
Cash payments ⁽¹⁾
750,100
—
2,250,300
295,300
295,300
Value of restricted stock ⁽²⁾
561,400
—
938,000
938,000
938,000
Value of stock options ⁽³⁾
—
—
—
—
—
Outplacement services 30,000
—
30,000
—
—
Medical benefits 16,700
—
50,000
50,000
—
Total 1,358,200
—
3,268,300
1,283,300
1,233,300

Joshua A. Sherbin
Cash payments ⁽¹⁾
628,000
—
1,884,000
235,500
235,500
Value of restricted stock ⁽²⁾
1,198,600
—
1,795,000
1,795,000
1,795,000
Value of stock options ⁽³⁾
—
—
—
—
—
Outplacement services 30,000
—
30,000
—
—
Medical benefits 16,700
—
50,000
50,000
—
Total 1,873,300
—
3,759,000
2,080,500
2,030,500



	Involuntary termination by Company without cause or termination by executive for good reason ($)	Involuntary termination by Company for cause ($)	Qualifying termination in connection with a change of control ($)	Death ($) ⁽⁴⁾	Termination as a result of disability ($) ⁽⁵⁾
Thomas A. Amato
Cash payments⁽¹⁾	1,250,000	—	2,500,000	—	—
Value of restricted stock⁽²⁾	—	—	—	—	—
Value of stock options⁽³⁾	117,292	—	844,500	844,500	844,500
Outplacement services	50,000	—	30,000	—	—
Medical benefits	16,700	—	50,000	50,000	—
Total	1,433,992	—	3,424,500	894,500	844,500

Robert J. Zalupski
Cash payments⁽¹⁾	681,500	—	2,044,500	—	—
Value of restricted stock⁽²⁾	660,375	—	1,679,898	1,679,898	1,679,898
Value of stock options⁽³⁾	—	—	—	—	—
Outplacement services	30,000	—	30,000	—	—
Medical benefits	16,700	—	50,000	50,000	—
Total	1,388,575	—	3,804,398	1,729,898	1,679,898

Joshua A. Sherbin
Cash payments⁽¹⁾	640,700	—	1,922,100	—	—
Value of restricted stock⁽²⁾	799,049	—	1,766,096	1,766,096	1,766,096
Value of stock options⁽³⁾	—	—	—	—	—
Outplacement services	30,000	—	30,000	—	—
Medical benefits	16,700	—	50,000	50,000	—
Total	1,486,449	—	3,768,196	1,816,096	1,766,096


⁽¹⁾	Comprised of multiple of base salary as of December ~~31, 2013~~30, 2016 and applicable STI payments. The 2016 STI bonus is not included as it was deemed for purposes of this table as earned as of December 30, 2016 and is subject to company performance. Assumes that no accrued but unearned vacation pay is due.

⁽²⁾

Restricted stock includes ~~time-based shares~~service-based shares/units and performance-based ~~share~~stock units, and are either included on a pro-rata basis for the portion of the earnings period that has elapsed or on a fully-vested basis as required by the terms of the Severance Policy. In addition, the number of performance-based ~~share~~stock units included assumes the target metric would be achieved. Restricted ~~stock is~~stock/units are valued at the market price of the Common Stock of ~~$39.89~~$23.50 at December ~~31, 2013.~~30, 2016. Messrs. ~~Wathen, Zeffiro, Benson, Brooks~~Amato, Zalupski, and Sherbin had ~~113,016~~, ~~44,271~~, ~~10,792~~, ~~14,072~~0, 28,101, and ~~30,047~~34,002, shares, respectively, that would have been vested upon an involuntary termination without cause or by executive for good reason as of December ~~31, 2013,~~30, 2016, and ~~173,478~~, ~~67,838~~, ~~18,233~~, ~~23,514~~0, 71,485, and ~~44,998~~75,153 shares, respectively, that would have been vested upon a change-of-control, death or disability.

⁽³⁾

~~All~~Stock options valued for at the market price of the Company’s common stock of $23.50 at December 30, 2016, less the respective exercise price. Mr. Amato has 20,833 stock options ~~held by the NEO's as of December 31, 2013 were exercisable, so no incremental benefit~~that would be ~~earned should one~~vested upon an involuntary termination by Company without cause or termination by executive for good reason, death, or disability and 150,000 for a change of ~~the above events occur. Messrs. Wathen, Zeffiro, Benson, Brooks and Sherbin had~~ ~~66,667~~, 0, ~~12,500~~, ~~22,333~~ ~~and~~ 0 ~~stock options, respectively, as of December 31, 2013.~~

control termination.

⁽⁴⁾

With respect to death, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid STI awards, terminate as of the date of the NEO’s death. Equity awards become 100% vested upon death. Each NEO’s dependents are eligible to receive reimbursement for the employee portion of COBRA premiums for a period not to exceed ~~thirty-six (36)~~36 months after the NEO’s date of death.

⁽⁵⁾

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

5461

What is the purpose of the Annual Meeting?

At the Annual Meeting, holders of the Company’s Common Stock will act upon the matters outlined in the accompanying Notice of Annual Meeting, including: to elect three directors to serve until the annual meeting in 2020; to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; to approve the TriMas Corporation 2017 Equity and Incentive Compensation Plan; to approve, on a non-binding advisory basis, the

compensation paid to the Company’s NEOs; to recommend, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation paid to the Company’s NEOs; and to transact such other business as may properly come before the meeting. In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders.

Who is entitled to vote?

The Company’s Common Stock constitutes the Voting Stock of the Company. As of March 14, 2017 (the “Record Date”), there were no outstanding shares of preferred stock of the Company. Only record holders of Common Stock at the close of business on the Record Date are entitled to receive notice of the Annual

Meeting and to vote those shares of Common Stock that they held on the Record Date. Each outstanding share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.

What constitutes a quorum?

For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum for all purposes. As of the Record

Date, 45,711,986 shares of Common Stock were issued and outstanding and entitled to vote. Broker non-votes and proxies marked with abstentions or instructions to withhold votes will be counted as present in determining whether there is a quorum.

What is the difference between holding shares as a shareholder of record and being a beneficial owner?

Shareholders of Record. If, at the close of business on the Record Date, your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the shareholder of record with respect to those shares, and these proxy materials (including a proxy card) are being sent directly to you by the Company. As a shareholder of record, you have the right to grant your voting proxy directly to the Company through the enclosed proxy card or to vote in person at the Annual Meeting.

Beneficial Owners. If, at the close of business on the Record Date, your shares were not issued directly in your name, but were held in a stock brokerage account or by a bank, trustee, or other nominee, you are considered the beneficial owner of shares, and

these proxy materials (including a voting instruction card) are being forwarded to you by your broker, trustee, bank, or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, trustee, bank, or nominee on how to vote the shares in your account and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you request and obtain a proxy from your broker, trustee, bank, or nominee. Your broker, trustee, bank, or nominee has enclosed a voting instruction card for you to use in directing the broker, trustee, bank, or nominee on how to vote your shares.

How do I vote?

Shareholders of Record. If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. You may also vote via telephone or internet (as indicated on your proxy card). If you attend the Annual Meeting, you may deliver your completed proxy card in person or vote by ballot.

Beneficial Owners. If you complete and properly sign the

accompanying voting instruction card and return it to your broker, trustee, bank, or other nominee, it will be voted as you direct. You may also vote via telephone or internet (as indicated on your voting instruction card). If you want to vote your shares at the Annual Meeting, you must request and obtain a proxy from such broker, trustee, bank, or other nominee confirming that you beneficially own such shares and giving you the power to vote such shares.

Can I change my vote after I return my proxy card or voting instruction card?

Shareholders of Record. You may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary of the Company, at 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, either written notice revoking the proxy or a properly signed proxy that is dated later than the proxy card. If you attend the Annual Meeting, the individuals named as proxy holders in the enclosed proxy card will

nevertheless have authority to vote your shares in accordance with your instructions on the proxy card unless you properly file such notice or new proxy.

Beneficial Owners. If you hold your shares through a bank, trustee, broker, or other nominee, you should contact such person to submit new voting instructions prior to the time such voting instructions are exercised.

How will my shares be voted?

Shareholders of Record.All shares represented by the proxies mailed to shareholders will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where no instructions are given, the shares will be voted: (1) for the election of the Board of Directors’ nominees for three directors; (2) for the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2017; (3) for the approval of the Company’s 2017 Equity and Incentive Compensation Plan; (4) for the approval, on a non-binding advisory basis, the compensation paid to the Company’s NEOs; and (5) for holding a non-binding advisory vote to approve the compensation paid to our NEOs every year.

Beneficial Owners. The brokers, banks, or nominees holding shares for beneficial owners must vote those shares as instructed, and if no instructions from the beneficial owner are received on a matter deemed to be non-routine, they may not vote the shares on that matter. Under applicable law, a broker, bank, or nominee has the discretion to vote on routine matters, such as Proposal 2, but does not have discretion to vote with respect to non-routine matters, such as Proposals 1, 3, 4, or 5. Common Stock subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum. Broker non-votes will have no effect in determining the outcome of the vote on Proposals 1 and 5, and will have the effect of a vote against Proposals 3 and 4. In order to avoid a broker non-vote of your shares on this proposal, you must send voting instructions to your bank, broker, or nominee.

What are the Board’s recommendations?

The Board recommends a vote:

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

Proposal 2—FOR the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

Proposal 3—FOR the approval of the TriMas Corporation 2017 Equity and Incentive Compensation Plan.

Proposal 4—FOR the approval, on a non-binding advisory basis, of the compensation paid to the Company’s NEOs.

Proposal 5—FOR holding a non-binding advisory vote to approve the compensation paid to our NEOs EVERY YEAR.

What vote is required to approve each item?

Proposal 1 - Election of Directors.

The three nominees who receive the most votes cast at the Annual Meeting will be elected as directors, provided a quorum of at least a majority of the outstanding shares of the Company’s Common Stock is represented at the meeting. However, we have adopted a majority voting policy that is applicable in uncontested director elections. This means that the plurality standard will determine whether a director nominee is elected, but our majority voting policy will further require that the number of votes cast “for” a director must exceed the number of votes “withheld” from that director or the director must submit his or her resignation. The Board, taking into account the recommendation of the Corporate Governance and Nominating Committee, would then determine whether to accept or reject the resignation. A proxy card marked “Withhold” or “For All Except” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will have no effect on the election of directors.

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm.

The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting will be necessary to ratify the Audit Committee’s appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, provided that a quorum is present. Abstentions will have the same effect as a vote against the matter. Although shareholder ratification of the appointment is not required by law and is not binding on the

Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.

Proposal 3 - Approval of the TriMas Corporation 2017 Equity and Incentive Compensation Plan.

The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting will be necessary to approve the TriMas Corporation 2017 Equity and Incentive Compensation Plan, provided that a quorum is present. Abstentions will have the same effect as a vote against the matter.

Proposal 4 - Approval, on a non-binding advisory basis, of the compensation paid to the Company’s NEOs.

The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting will be necessary to approve the non-binding advisory resolution approving the compensation paid to the Company’s NEOs. While the Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote is advisory in nature. Abstentions will have the same effect as a vote against the matter.

Proposal 5 - To recommend, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation paid to the Company’s NEOs.

The Company will consider shareholders to have expressed a non-binding preference for the frequency option (every one, two, or three years) that receives the most favorable votes. Accordingly, abstentions will have no effect in determining the outcome of the vote on this matter. While the Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote is advisory in nature.

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

If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will require the affirmative vote of a majority of the shares of Common Stock outstanding on the

Record Date that is present or represented at the Annual Meeting. The Board does not propose to conduct any business at the Annual Meeting other than as stated above.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published by the Company in a Current Report on Form 8-K.

How may I obtain an additional copy of the proxy materials?

If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, please request the additional copy by contacting TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan

48304, Telephone 248-631-5506, or by email to generalcounsel@trimascorp.com. Additionally, if you have been receiving multiple sets of proxy materials and wish to receive only one set of proxy materials, please contact the Company’s Investor Relations department in the manner provided above.

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

If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees, and/or the Company’s transfer agent. Please sign and deliver each proxy card and voting instruction

card that you receive to ensure that all of your shares will be voted. We recommend that you contact your nominee and/or the Company’s transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.

Who pays for the solicitation of proxies?

The accompanying proxy is being solicited by the Company’s Board. The Company will bear the cost of soliciting the proxies. Officers and other management employees of the Company will

receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interview, and/or telephone.

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

The Financial Information subsection under “Investors” on the Company’s website, www.trimascorp.com, provides access, free of charge, to SEC reports as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports. The Company has posted printable and searchable 2017 proxy materials to the Company’s website at http://ir.trimascorp.com. A copy of the Company’s Annual Report on

Form 10-K for the year ended December 31, 2016, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Company’s executive offices at TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304 or by email to generalcounsel@trimascorp.com.

The references to the website address of the Company and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement.

Is a registered list of shareholders available?

The names of shareholders of record entitled to vote at the Annual Meeting will be available to shareholders entitled to vote at the

meeting on Thursday, May 11, 2017 at the Company’s headquarters.

How and when may I submit a shareholder proposal or director nomination for the 2018 Annual Meeting of Shareholders (“2018 Annual Meeting”)?

For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the 2018 Annual Meeting, the Corporate Secretary must receive the written proposal at the Company’s principal executive offices no later than December 6, 2017. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to TriMas Corporation, Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304 or by fax to (248) 631-5413.

For a shareholder proposal or director nomination that is intended to be considered at the 2018 Annual Meeting, but not included in

the Company’s proxy statement, the shareholder must give timely notice to the Corporate Secretary not earlier than January 11, 2018 and not later than the close of business on February 10, 2018. Any shareholder proposal must set forth (a) a brief description of the business desired to be brought before the 2018 Annual Meeting and the reasons for conducting such business, (b) the name and address, as they appear on the Company’s books, of the shareholder proposing such business, (c) the number of shares of Common Stock that are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) any additional information that is required to be provided by the shareholder pursuant to Regulation 14A under the Exchange Act or the Company’s Third Amended and Restated Bylaws.

APPENDIX A

TRIMAS CORPORATION

2017 EQUITY AND INCENTIVE COMPENSATION PLAN

1.Purpose. The purpose of this Planis to attract and retain non-employee Directors and officers and other key employeesof the Company and its Subsidiaries and to provide to such persons incentives and rewards for service or performance.

2.Definitions. As used in this Plan:

(a)“Appreciation Right” means a right granted pursuant to Section 5 of this Plan.

(b)“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.

(c)“Board” means the Board of Directors of the Company.

(d)“Cash Incentive Award” means a cash award granted pursuant to Section 8 of this Plan.

(e)“Change in Control” has the meaning set forth in Section 12 of this Plan.

(f)“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(g)“Committee” means the Compensation Committeeof the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan, and to the extent of any delegation by the Committee to a subcommittee pursuant to Section 10 of this Plan, such subcommittee.

(h)“Common Stock” means the common stock, par value $0.01 per share, of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.

(i)“Company” means TriMas Corporation, a Delaware corporation, and its successors.

(j)“Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).

(k)“Director” means a member of the Board.

(l)“Effective Date” means the date this Plan is approved by the Stockholders.

(m)“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards

granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.

(n)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(o)“Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422 of the Code or any successor provision.

(p)“Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its Subsidiaries. The Management Objectives may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves. The Committee may grant awards subject to Management Objectives that are either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. The Management Objectives applicable to any Qualified Performance-Based Award will be based on one or more, or a combination, of the following metrics (including relative or growth achievement regarding such metrics):

(i)

Profits (e.g., gross profit, gross profit growth, operating income, earnings before or after deduction for all or any portion of interest, taxes, depreciation or amortization, net income (before or after taxes), consolidated net income, net earnings, net sales, cost of sales, basic or diluted earnings per share (before or after taxes), residual or economic earnings, net operating profit (before or after taxes), or economic profit);

(ii)

Cash Flow (e.g., actual or adjusted earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA), free cash flow, free cash flow with or without specific capital expenditure target or range, including or excluding divestments and/or acquisitions, operating cash flow, total cash flow, cash flow in excess of cost of capital or residual cash flow, or cash flow return on investment);


(iii)	Returns (e.g., profits or cash flow returns on: assets, investment, capital, invested capital, net capital employed, equity, or sales);


(iv)	Working Capital (e.g., working capital targets, working capital divided by sales, days’ sales outstanding, days’ sales inventory, or days’ sales in payables);


(v)	Profit Margins (e.g., profits divided by revenues or gross margins and material margins divided by revenues);


(vi)	Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, or total debt ratio);

(vii)

Sales Growth, Gross Margin Growth, Cost Initiative and Stock Price Metrics (e.g., revenue, net revenue, revenue growth, net revenue growth, revenue growth outside the United States, gross margin and gross margin growth, material margin and material margin growth, stock price appreciation, total return to stockholders, sales and administrative costs divided by sales, or sales and administrative costs divided by profits); and

(viii)

Strategic Initiative Key Deliverable Metrics consisting of one or more of the following: product development, strategic partnering, research and development, vitality index, market penetration, market share, geographic business expansion goals, expense targets or cost reduction goals, general and administrative expense savings, selling, general and administrative expenses, objective measures of client/customer satisfaction, employee satisfaction, employee retention, management of employment practices and employee benefits, supervision of litigation and information technology, productivity ratios, economic value added (or another measure of profitability that considers the cost of capital employed), product quality, sales of new products, or goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures.

In the case of a Qualified Performance-Based Award, each Management Objective will be objectively determinable to the extent required under Section 162(m) of the Code, and, unless otherwise determined by the Committee and to the extent consistent with Code Section 162(m), will exclude the effects of certain designated items identified at the time of grant. Management Objectives that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or financial metrics that are based on, or able to be derived from GAAP, and may be adjusted when established (or to the extent permitted under Section 162(m) of the Code, at any time thereafter) to include or exclude any items otherwise includable or excludable under GAAP. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the acceptable levels of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Qualified Performance-Based Award (other than in connection with a Participant’s death or disability or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(q)“Market Value per Share” means, as of any particular date, the closing price of a share of Common Stock as reported for that date on the NASDAQ Stock Market or, if the shares of Common Stock are not then listed on the NASDAQ Stock Market, on any other national securities exchange on which the shares of Common Stock are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the shares of Common Stock, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

(r)“Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.

(s)“Option Price” means the purchase price payable on exercise of an Option Right.

(t)“Option Right” means the right to purchase shares of Common Stock upon exercise of an award granted pursuant to Section 4 of this Plan.

(u)“Participant” means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) an officer or other key employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such capacity within 90 days of the Date of Grant, (ii) a person who provides services to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”), or (iii) a non-employee Director.

(v)“Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be achieved.

(w)“Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8 of this Plan.

(x)“Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.

(y)“Person” means any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(z)“Plan” means this TriMas Corporation 2017 Equity and Incentive Compensation Plan, as amended from time to time.

(aa)“Predecessor Plans” means the TriMas Corporation 2011 Omnibus Incentive Compensation Plan, as amended, and the TriMas Corporation 2006 Long Term Equity Incentive Plan, as amended.

(bb)“Qualified Performance-Based Award” means any Cash Incentive Awardor award of Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units or other awards contemplated under Section 9 of this Plan, or portion of such award, that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.

(cc)“Restricted Stock” means shares of Common Stock granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.

(dd)“Restricted Stock Units” means an award made pursuant to Section 7 of this Plan of the right to receive shares of Common Stock, cash or a combination thereof at the end of the applicable Restriction Period.

(ee)“Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this Plan.

(ff)“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with respect to the Appreciation Right.

(gg)“Stockholder” means an individual or entity that owns one or more shares of Common Stock.

(hh)“Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by such corporation.

(ii)“Voting Power” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity.

3.Shares Available Under this Plan.


(a)	Maximum Shares Available Under this Plan.

(i)

Subject to adjustment as provided in Section 11 of this Plan and the share counting rules set forth in Section 3(b) of this Plan, the number of shares of Common Stock available under this Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan will not exceed in the aggregate (x) 2,000,000 shares of Common Stock minus (y) as of the Effective Date, one share of Common Stock for every one share of Common Stock subject to an award granted under the Predecessor Plans between March 14, 2017 and the Effective Date. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.


(ii)	The aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan will be reduced by one share of Common Stock for every one share of Common Stock subject to an award granted under this Plan.

(b)Share Counting Rules.


(i)	Except as provided in Section 22 of this Plan, if any award granted under this Plan is cancelled or forfeited, expires or is settled for cash (in whole or in part), or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under Section 3(a)(i) above.


(ii)	If, after March 14, 2017, any shares of Common Stock subject to an award granted under the Predecessor Plans are forfeited, or an award granted under the Predecessor Plans is cancelled or forfeited, expires or is settled for cash

(in whole or in part), or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, be available for awards under this Plan.

(iii)

Notwithstanding anything to the contrary contained in this Plan: (A) shares of Common Stock withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (B) shares of Common Stock withheld by the Company, tendered or otherwise used to satisfy a tax withholding obligation (1) with respect only to awards other than Option Rights or Appreciation Rights, will be added (or added back, as applicable) to the aggregate number of shares of Common Stock available underSection 3(a)(i) of this Plan on and after May 11, 2017 until May 10, 2027 but (2) will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan on or after May 11, 2027; (C) shares of Common Stock subject to an Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the exercise thereof, will not be added back to the aggregate number of shares of Common Stock available underSection 3(a)(i) of this Plan; and (D) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added to the aggregate number of shares of Common Stock available underSection 3(a)(i) of this Plan.


(iv)	If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate limit under Section 3(a)(i) of this Plan.

(c)Limit on Incentive Stock Options. Notwithstanding anything to the contrary contained in this Section 3 or elsewhere in this Plan, and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 2,000,000 shares of Common Stock.

(d)Individual Participant Limits. Notwithstanding anything to the contrary contained in this Section 3 or elsewhere in this Plan, and subject to adjustment as provided in Section 11 of this Plan:


(i)	In no event will any Participant in any calendar year be granted Option Rights and/or Appreciation Rights, in the aggregate, for more than 750,000 shares of Common Stock; provided, however, that with respect to a Participant’s first calendar year of service with the Company or a Subsidiary, the amount set forth in this Section 3(d)(i) is multiplied by two.


(ii)	In no event will any Participant in any calendar year be granted Qualified Performance-Based Awards of Restricted Stock, Restricted Stock Units, Performance Shares and/or other awards under Section 9 of this Plan, in the aggregate, for more than 750,000 shares of Common Stock; provided, however, that with respect to a Participant’s first calendar year of service with the

Company or a Subsidiary, the amount set forth in this Section 3(d)(ii) is multiplied by two.

(iii)

In no event will any Participant in any calendar year receive Qualified Performance-Based Awards of Performance Units and/or other awards payable in cash under Section 9 of this Plan having an aggregate maximum value as of their respective Dates of Grant in excess of $4,000,000; provided, however, that with respect to a Participant’s first calendar year of service with the Company or a Subsidiary, the amount set forth in this Section 3(d)(iii) is multiplied by two.


(iv)	In no event will any Participant in any calendar year receive Qualified Performance-Based Awards that are Cash Incentive Awards having an aggregate maximum value in excess of $4,000,000; provided, however, that with respect to a Participant’s first calendar year of service with the Company or a Subsidiary, the amount set forth in this Section 3(d)(iv) is multiplied by two.

(v)

In no event will any non-employee Director in any calendar year be granted awards under this Plan having an aggregate maximum value at the Date of Grant (calculating the value of any such awards based on the grant date fair value for financial reporting purposes), taken together with any cash fees payable to such non-employee Director for such calendar year, in excess of (A) with respect to the non-executive chairperson of the Board, $600,000 and (B) with respect to any other non-employee Director, $500,000. Notwithstanding the foregoing, in the event of extraordinary circumstances (as determined by the Board) the amounts set forth in the preceding sentence shall be increased to $750,000 with respect to the non-executive chairperson of the Board and $650,000 with respect to any other non-employee Director, as applicable, provided that such increase may apply only if any such non-employee Director receiving additional compensation as a result of such extraordinary circumstances does not participate in the determination that extraordinary circumstances exist, in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.

(e)Notwithstanding anything in this Plan to the contrary (except for the discretionary acceleration provisions of this Plan), up to 5% of the aggregate number of shares of Common Stock available for awards under Section 3(a)(i) of this Plan, as may be adjusted under Section 11 of this Plan, may be used for awards granted under Section 4 through Section 9 of this Plan that do not at grant comply with the applicable one-year minimum vesting or performance period requirements set forth in such sections of this Plan.

4.Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)Each grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in Section 3 of this Plan.

(b)Each grant will specify an Option Price per share of Common Stock, which (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant.

(c)Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Stock owned by the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, by the Company’s withholding of shares of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the shares of Common Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee.

(d)To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares of Common Stock to which such exercise relates.

(e)Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.

(f)Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before any Option Rights or installments thereof will become exercisable; provided, that, except as otherwise described in this subsection, no Option Rights may become exercisable sooner than after one year or a one-year performance period. Option Rights may provide for continued vesting or the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

(g)Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.

(h)Option Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

(i)No Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.

(j)Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

(k)Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

5.Appreciation Rights.

(a)The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of Appreciation Rights. An Appreciation Right will be

the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.

(b)Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:


(i)	Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, shares of Common Stock or any combination thereof.


(ii)	Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee on the Date of Grant.


(iii)	Any grant may specify waiting periods before exercise and permissible exercise dates or periods.

(iv)

Each grant will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the Appreciation Rights or installments thereof will become exercisable; provided, that, except as otherwise described in this subsection, no Appreciation Rights may become exercisable sooner than after one year or a one-year performance period. Appreciation Rights may provide for continued vesting or the earlier exercise of such Appreciation Rights, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.


(v)	Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights.


(vi)	Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


(vii)	Successive grants of Appreciation Rights may be made to the same Participant regardless of whether any Appreciation Rights previously granted to the Participant remain unexercised.


(viii)	Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

(c)Also, regarding Appreciation Rights:


(i)	Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant; and


(ii)	No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of a Appreciation Right upon such terms and conditions as established by the Committee.

6.Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described.

(b)Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.

(c)Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan. If the elimination of restrictions is based only on the passage of time, the period of time will be no shorter than one year.

(d)Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by any transferee).

(e)Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock; provided, however, that notwithstanding subparagraph (c) above, for Restricted Stock that vests upon the achievement of Management Objectives, the performance period must be at least one year.

(f)Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided, however, that no award of Restricted Stock intended to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(g)Any such grant or sale of Restricted Stock will require that any and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock.

(h)Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon will have

lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock.

7.Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)Each such grant or sale will constitute the agreement by the Company to deliver shares of Common Stock or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Committee may specify.

(b)If a grant of Restricted Stock Units specifies that the Restriction Period will terminate only upon the achievement of Management Objectives or that the Restricted Stock Units will be earned based on the achievement of Management Objectives, then, notwithstanding anything to the contrary contained in subparagraph (d) below, the applicable performance period must be at least one year.

(c)Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.

(d)If the Restriction Period lapses only by the passage of time rather than the achievement of Management Objectives as provided in subparagraph (b) above, each such grant or sale will be subject to a Restriction Period of not less than one year.

(e)Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), Restricted Stock Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided, however, that no award of Restricted Stock Units intended to be a Qualified Performance-Based Award will provide for such early lapse or modification of the Restriction Period (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(f)During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the shares of Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents or other distributions on shares of Common Stock underlying Restricted Stock Units will be deferred until and paid contingent upon the vesting of such Restricted Stock Units.

(g)Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in shares of Common Stock or cash, or a combination thereof.

(h)Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

8.Cash Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)Each grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(b)The Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will be such period of time (not less than one year) as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery.

(c)Each grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives.

(d)Each grant will specify the time and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock, in Restricted Stock or Restricted Stock Units or in any combination thereof.

(e)Any grant of a Cash Incentive Award, Performance Shares or Performance Units may specify that the amount payable or the number of shares of Common Stock, Restricted Stock or Restricted Stock Units payable with respect thereto may not exceed a maximum specified by the Committee on the Date of Grant.

(f)The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional shares of Common Stock, subject in all cases to deferral and payment on a contingent basis based on the Participant’s earning of the Performance Shares or Performance Units, as applicable, with respect to which such dividend equivalents are paid.

(g)Each grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

9.Other Awards.

(a)Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may grant to any Participant shares of Common Stock or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Shares of Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of Common Stock, other awards, notes or other property, as the Committee determines.

(b)Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9.

(c)The Committee may grant shares of Common Stock as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.

(d)If the earning or vesting of, or elimination of restrictions applicable to, an award granted under this Section 9 is based only on the passage of time rather than the achievement of Management Objectives, the period of time shall be no shorter than one year. If the earning or vesting of, or elimination of restrictions applicable to, awards granted under this Section 9 is based on the achievement of Management Objectives, the performance period must be at least one year.

(e)The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents or other distributions on shares of Common Stock underlying awards granted under this Section 9 will be deferred until and paid contingent upon the earning of such awards.

(f)Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery.

10.Administration of this Plan.

(a)This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

(b)The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

(c)To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act, or to any Participant who is, or is determined by the Committee to likely become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision); (B) the resolution providing for such authorization shall set forth the total number of shares of Common Stock such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

11.Adjustments. The Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by outstanding Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of and kind of shares of Common Stock covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shallrequire in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price,

respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the Person holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.

12.Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events:

(a)any Person is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a beneficial owner in connection with a transaction described in clause (i) of Section 12(c) of this Plan;

(b)the following individuals cease for any reason to constitute a majority of the number of Directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of Directors) whose appointment or election by the Board or nomination for election by the Stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent Board”); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;

(c)there is consummated a merger, consolidation, wind-up, reorganization or restructuring of the Company with or into any other entity, or a similar event or series of such events, other than (i) any such event or series of events which results in (A) the voting securities of the Company outstanding immediately prior to such event or series of events continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 51% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (ii) any such event or series of events effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities; or

(d)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Stockholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (i) at least 51% of the combined voting power of the voting securities of which are owned by Stockholders in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (ii) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto.

13.Detrimental Activity and Recapture Provisions. Any Evidence of Award may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any shares of Common Stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the shares of Common Stock may be traded.

14.Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders.

15.Transferability.

(a)Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Cash Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted under this Plan be transferred for value. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his

or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.

(b)The Committee may specify on the Date of Grant that part or all of the shares of Common Stock that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer.

16.Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other Person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other Person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of shares of Common Stock, and such Participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares of Common Stock required to be delivered to the Participant, shares of Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of Common Stock held by such Participant. The shares of Common Stock used for tax or other withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the shares of Common Stock to be withheld and delivered pursuant to this Section 16 to satisfy applicable withholding taxes or other amounts in connection with the benefit exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences and (ii) is permitted by the Committee. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of shares of Common Stock acquired upon the exercise of Option Rights.

17.Compliance with Section 409A of the Code.

(a)To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b)Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under

this Plan and grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries.

(c)If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the fifth business day of the seventh month after such separation from service.

(d)Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award.

(e)Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

18.Amendments.

(a)The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment to this Plan (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of the NASDAQ Stock Market or, if the shares of Common Stock are not traded on the NASDAQ Stock Market, the principal national securities exchange upon which the shares of Common Stock are traded or quoted, then, such amendment will be subject to Stockholder approval and will not be effective unless and until such approval has been obtained.

(b)Except in connection with a corporate transaction or event described in Section 11 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable,

without Stockholder approval. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders.

(c)If permitted by Section 409A of the Code and Section 162(m) of the Code, but subject to the paragraph that follows, notwithstanding the Plan’s minimum vesting requirements, and including in the case of termination of employment or service by reason of death, disability or retirement, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds shares of Common Stock subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(d)Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, except in the case of a Qualified Performance-Based Award (other than in connection with the Participant’s death or disability, or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Management Objectives or the level or levels of achievement with respect to such Qualified Performance-Based Award. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

19.Governing Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Delaware.

20.Effective Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the Effective Date under the Predecessor Plans, provided that outstanding awards granted under the Predecessor Plans will continue unaffected following the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

21.Miscellaneous Provisions.

(a)The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

(b)This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

(c)Except with respect to Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

(d)No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

(e)Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder.

(f)No Participant will have any rights as a Stockholder with respect to any shares of Common Stock subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares of Common Stock upon the stock records of the Company.

(g)The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

(h)Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of shares of Common Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts.

(i)If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect.

22.Stock-Based Awards in Substitution for Option Rightsor Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:

(a)Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for shares of Common Stock substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase

prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(b)In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

(c)Any shares of Common Stock that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) of this Plan will not reduce the shares of Common Stock available for issuance or transfer under this Plan or otherwise count against the limits contained in Section 3 of this Plan. In addition, no shares of Common Stock subject to an award that is granted by, or becomes an obligation of, the Company under Sections 22(a) or 22(b) of this Plan, will be added to the aggregate limit contained in Section 3(a)(i) of this Plan in the following circumstances: (i) if such award is cancelled or forfeited, expires or is settled for cash (in whole or in part), (ii) if such shares of Common Stock are withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option or to satisfy a tax withholding obligation with respect to any award or (iii) if such shares of Common Stock are not actually issued in connection with the settlement of an Appreciation Right on the exercise thereof.

TRIMAS CORPORATION

ATTN: JOSHUA SHERBIN

39400 WOODWARD AVENUE, SUITE 130

BLOOMFIELD HILLS, MI 48304

VOTE BY INTERNET - www.proxyvote.com

Use the ~~Internet~~internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the ~~web site~~website and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the ~~Internet.~~internet. To sign up for electronic delivery, please follow the instructions above to vote using the ~~Internet~~internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE BOARD OF DIRECTORS RECOMMENDS ~~THAT~~ YOU VOTE FOR THE FOLLOWING:



	For	Withhold	For All
	All	All	Except
1. Election of Directors	o	o	o
Nominees

01 Richard M. Gabrys
02 Eugene A. Miller
03 Herbert K. Parker

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

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



		For	Against	Abstain
2.	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2014~~2017	o	o	o



		For	Against	Abstain
3.	Approval of the TriMas Corporation 2017 Equity and Incentive Compensation Plan	o	o	o



		For	Against	Abstain
4.	Approval, on a non-binding advisory ~~basis,~~vote, of the compensation paid to the Company’s Named Executive Officers	o	o	o



		Every Year	Every Two Years	Every Three Years	Abstain
5.	To recommend, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation paid to the Company’s Named Executive Officers	o	o	o	o

NOTE: This proxy/voting instruction, when properly executed, will be voted in accordance with the directions indicated, and if no directions are given, will be voted FOR all of the nominees for director under proposal 1, will be voted FOR proposals 2, 3, and 4 and will be voted for the ONE-YEAR FREQUENCY in proposal 3.5. The proxies will vote in their discretion upon any and all other matters which may properly come before the meeting or any adjournment thereof.



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

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




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

ADMISSION TICKET

Please retain and present this top portion of the proxy card as your admission ticket together with a valid picture identification to gain admittance to the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY ~~8, 2014~~11, 2017 AT 8:00 A.M. EASTERN TIME

The Proxy Statement and ~~2013~~2016 Annual Report of TriMas Corporation are also available at: http://~~ir.trimascorp.com/2014proxy~~ir.trimascorp.com

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and ~~2013~~2016 Annual Report are available at www.proxyvote.com.

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY ~~8, 2014~~11, 2017

AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRIMAS CORPORATION

Properly executed proxies received by the day before the cut-off date or the meeting date will be voted as marked and, if not marked, will be voted FOR all of the nominees for director under proposal 1, FOR proposal 2, FOR proposal 3, FOR proposal 4, and ~~FOR proposals 2 and 3.~~for the ONE-YEAR FREQUENCY in proposal 5.

By casting your voting instructions on the reverse side of this proxy form, you hereby (a) acknowledge receipt of the proxy statement related to the above-referenced meeting, (b) appoint the individuals named in such proxy statement, and each of them, as proxies, with full power of substitution, to vote all shares of TriMas Corporation’s common stock that you would be entitled to cast if personally present at such meeting and at any postponement or adjournment thereof, and (c) revoke any proxies previously given.

This proxy will be voted as specified by you. If no choice is specified, the proxy will be voted according to the Board of Director ~~Recommendations~~recommendations indicated on the reverse side of this proxy, and according to the discretion of the proxy holders for any other matters that may properly come before the meeting or any postponement or adjournment thereof.

Please date, sign and mail the proxy promptly in the self-addressed return envelope which requires no postage if mailed in the United States. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such. If shares are held jointly, both owners should sign. Alternatively, you may vote by phone or the ~~Internet,~~internet, as described in the instructions on the reverse side of the proxy.

Continued and to be signed on reverse side

QuickLinks

~~LETTER TO SHAREHOLDERS~~

PROXY SUMMARY

~~ABOUT THE MEETING~~

PROPOSAL 1- ELECTION OF DIRECTORS

DIRECTORS COMPENSATION

DIRECTOR COMPENSATION TABLE

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITOR

PROPOSAL 3 - ~~SAY-ON-PAY~~APPROVAL OF THE COMPANY’S 2017 EQUITY AND INCENTIVE COMPENSATION PLAN

PROPOSAL 4 - APPROVAL OF SAY ON PAY

PROPOSAL 5 - RECOMMENATION OF FREQUENCY OF SAY ON PAY

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

TRANSACTIONS WITH RELATED PERSONS

EXECUTIVE COMPENSATION - COMPENSATION ~~DISCUSSSION~~DISCUSSION AND ANALYSIS OVERVIEW

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

FAQ - ABOUT THE MEETING

APPENDIX A - TRIMAS CORPORATION 2017 EQUITY AND INCENTIVE COMPENSATION PLAN

PROXY CARD



TriMas Corporation
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:



	~~By Order of the Board of Directors~~
/s/ Samuel Valenti
	/s/ ~~Joshua~~Thomas A. ~~Sherbin~~Amato
Samuel Valenti III	~~Joshua~~	Thomas A. ~~Sherbin~~ ~~Vice~~ Amato
Chairman of the Board		President ~~General Counsel~~ and ~~Corporate Secretary~~Chief Executive Officer



~~General Information~~		~~Items to be Voted On~~
General Information ~~Meeting:~~Meeting: Annual Meeting of Shareholders Meeting ~~Location:~~Location: TriMas Corporation Headquarters, 39400 Woodward Avenue, ~~Ste.~~Suite 130, Bloomfield Hills, Michigan 48304 ~~Date:~~Date: 8:00 a.m. Eastern Time on Thursday, May ~~8, 2014~~11, 2017 Record ~~Date:~~Date: March 14, ~~2014~~2017 Common Shares Outstanding as of Record ~~Date:~~Date ~~45,224,854~~: 45,711,986 Stock ~~Symbol:~~Symbol: TRS Stock Exchange: Nasdaq ~~Stock Exchange:~~ ~~NASDAQ~~ ~~Registrar & Transfer Agent:~~Registrar and Transfer ~~Company~~Agent : Computershare State and Year of ~~Incorporation:~~Incorporation: Delaware (1986) Corporate ~~Headquarters:~~Website ~~39400 Woodward Avenue, Ste. 130 Bloomfield Hills, Michigan 48304~~ ~~Corporate website:~~: www.trimascorp.com Investor Relations ~~website:~~Website ~~investor.trimascorp.com~~: http://ir.trimascorp.com		~~Proposal~~	~~Board Recommendation~~
	~~No. 1: Election of two directors~~	~~FOR~~
	~~No. 2: Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2014~~	~~FOR~~
	~~No. 3: Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers~~	~~FOR~~

	~~Executive Compensation~~
	~~CEO:~~ ~~David M. Wathen (age 61; tenure as CEO: five years)~~
Corporate Governance		~~Fiscal 2013 CEO Total Direct Compensation:~~
Board Meetings in fiscal ~~2013:~~20165: 7 Standing Board Committees (Meetings in fiscal ~~2013):~~2016): Audit 7;5; Compensation 6;5; and Governance and Nominating ~~4; and Executive 0~~4 Separate Chair and ~~CEO:~~CEO: Yes Board ~~Independence:~~Independence: 7 of 8 directors Independent Directors Meet without ~~Management:~~Management: Yes Staggered ~~Board:~~Board: Yes Shareholder Rights ~~Plan:~~Plan: No Simple Majority to Amend Charter and ~~Bylaws:~~ Bylaws: Yes Director and Officer Share Ownership ~~Guidelines:~~Guidelines : Yes Hedging, Pledging, and Short Sale ~~Policy:~~Policy: Yes



Experience/Qualifications	Gabrys	Miller	Parker	Stanage	Tredwell	Valenti	Gougarty	Amato
Leadership	x	x	x	x	x	x	x	x
Finance/Accounting	x	x	x	x	x	x	x	x
Industry/Global Operations/Industrial Manufacturing			x	x	x		x	x
Public Relations					x	x
Government					x
Strategy/Portfolio Structuring	x	x	x	x	x	x	x	x
International			x	x	x		x	x
Governance/Risk Management	x	x	x	x	x	x	x	x
Succession/Leadership Development	x	x	x	x	x	x	x	x
Investor		x	x	x	x	x	x	x
Engineering				x			x	x
Capital Allocation			x		x	x		x
Executive Compensation		x			x	x
Sales/Marketing				x			x	x


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾	Total ($)	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾	Total ($)
Samuel Valenti III	245,000	100,000	345,000	249,346	99,994	349,340
Marshall A. Cohen⁽¹⁾	125,000	100,000	225,000
Richard M. Gabrys	135,000	100,000	235,000	133,000	99,994	232,994
Nancy S. Gougarty	21,700	—	21,700
Nancy S. Gougarty⁽¹⁾				118,000	99,994	217,994
Eugene A. Miller⁽¹⁾	131,000	100,000	231,000	124,827	99,994	224,821
Nick L. Stanage	21,700	—	21,700	118,000	99,994	217,994
Daniel P. Tredwell	121,000	100,000	221,000	117,000	99,994	216,994
Herbert K. Parker⁽¹⁾				118,000	99,994	217,994
Marshall A. Cohen⁽³⁾				45,365	—	45,365


1.	To elect ~~two~~three directors to serve until the Annual Meeting of Shareholders in ~~2017;~~2020;


2.	To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2014;~~2017;


3.	To approve the TriMas Corporation 2017 Equity and Incentive Compensation Plan;


4.	approve, on a non-binding advisory basis, the compensation paid to the Company’s ~~Named Executive Officers;~~named executive officers (“NEOs”);


5.	recommend, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation paid to the Company’s NEOs; and


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



Items to be Voted On Proposal No. 1: Elect three directors Proposal No. 2: Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2017 Proposal No. 3: ~~Yes~~Approve the TriMas Corporation 2017 Equity and Incentive Compensation Plan Proposal No. 4: Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”) Proposal No. 5: To recommend, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation paid to the Company’s NEOs	Board Recommendation FOR ALL FOR FOR FOR FOR EVERY YEAR


~~Fiscal 2013 Highlights~~
Fiscal 2016 Highlights • Launched new TriMas Business Model with increased business connectivity and improved analytics to drive future performance. • ~~Reported record net~~Mitigated the impact of 8.1% sales decline through the implementation of ~~$1.395 billion, an increase~~cost savings initiatives, and completion of ~~9.6%, with~~the $22 million Financial Improvement Plan. • Achieved sales growth in ~~five~~strategic platform of ~~six segments.~~Packaging. •~~Completed 10 bolt-on acquisitions during 2013 to expand our geographic presence, product portfolio and customer base.~~ Generated $80.5 million of cash flow from operating activities. ~~•Issued 5,175,000 shares of common stock with net proceeds of $174.7 million to support future revenue and earnings growth.~~ •~~Refinanced debt structure to further reduce future interest rates, extend maturities and increase available liquidity.~~ ~~•Reduced~~Decreased total debt by 10.7% to ~~$305.7~~$374.7 million as of December 31, ~~2013, ending year with $387.3 million of cash and aggregate availability.~~2016. ~~•Invested in a flexible manufacturing footprint to optimize manufacturing costs long-term.~~ ~~•Generated increased levels of Cash Flow from Operating Activities for 2013 of $87.6 million.~~


⁽²⁾	~~Appointed November 1, 2013 with initial~~Class II term ~~expiring 2015.~~



	Professional Experience Mr. Gabrys has served as the president and chief executive officer of Mears Investments, LLC, a private family investment company, since 2005. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years, where he served a variety of public companies, financial services institutions, public utilities, and health care entities. Mr. Gabrys was vice chair of Deloitte’s United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. From 2006 to 2007, Mr. Gabrys served as the interim dean of the School of Business Administration of Wayne State University.



	Professional Experience Mr. Miller is the retired chair and chief executive officer of Comerica Incorporated and Comerica Bank, a financial services company, in which positions he served from 1993 to 2002, prior to which time he held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) beginning in 1955.



	Professional Experience Mr. Parker is the retired executive vice president – operational excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. Mr. Parker joined Harman International in June 2008 as executive vice president and chief financial officer, and held the position of executive vice president - operational excellence from January 2015 through March 2016. Previously, Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the chief financial officer of the global automation division from 2002 to 2005 and the Americas region from 2006 to 2008. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker graduated from Lee University with a Bachelor of Science degree in Accounting.



	Professional Experience In November 2009, Mr. Stanage joined Hexcel Corporation, a worldwide manufacturer of advanced material solutions, carbon fiber, reinforcement fabrics, and tooling materials, as president. In 2012, he became chief operating officer and in 2013 he was appointed chief executive officer. Prior to joining Hexcel, Mr. Stanage served as president of the heavy vehicle products group at Dana Holding Corporation, a manufacturer of high quality automotive product solutions, from 2005 to 2009. From 1986 to 2005, Mr. Stanage held positions of increasing responsibility in engineering, operations, and marketing with Honeywell Inc. (formerly AlliedSignal Inc.), a provider of energy, chemical, and mechanical technology solutions.



	Professional Experience Mr. Tredwell is one of the co-founders ~~of Heartland Industrial Partners, L.P., an investment firm,~~ and ~~has served as its managing member since 2006. Mr. Tredwell has also served as the~~ managing member of CoveView Advisors LLC, an independent financial advisory firm, ~~since 2009~~ and Cove View Capital LLC, a credit opportunities investment fund, since 2009. He also served as Managing Member of Heartland Industrial Partners, L.P., an investment firm, since 2006. He has ~~more than two~~almost three decades of private equity and investment banking experience. Mr. Tredwell served as a managing director at Chase Securities Inc., an investment banking, security brokerage, and dealership service company (and predecessor of J.P. Morgan Securities, Inc.), until 1999 and had been with Chase Securities since 1985.



	Professional Experience Mr. Valenti is currently chair of Valenti Capital LLC. Mr. Valenti was employed by Masco Corporation, a home improvement and building products manufacturer, from 1968 through 2008. From 1988 through 2008, Mr. Valenti was president and a member of the board of Masco Capital Corporation, and was vice president-investments of Masco Corporation from 1974 to 1998.



	~~Professional Experience~~ Mr. Cohen was counsel (retired) at Cassels Brock & Blackwell LLP, a law firm based in Toronto, Canada, which he joined 1996. Prior to joining the firm, Mr. Cohen served as president and chief executive officer of the Molson Companies Limited, a leading global brewer, from 1988 to 1996.



	Professional Experience In July ~~2013,~~2016, Ms. Gougarty became chief executive officer and a director of Westport Fuel Systems, Inc., a producer of natural gas engines and fuel system components for on and off-highway commercial vehicles, as well as passenger automobiles. From July 2013 to July 2016, Ms. Gougarty was president and chief operating officer atof Westport Innovations, a global leader in alternative fuel, low-emissions transportation technologies. Ms. Gougarty served as the vice president for TRW Automotive Corporation, a worldwide automotive supplier, operations in the Asia-Pacific region from 2008 to 2012. Joining TRW in 2005, her previous positions included vice president of product planning, business planning, and business development, and vice president of braking, electronics, and modules for Asia Pacific. Ms. Gougarty has held additional leadership positions in the automotive sector, including managing director for General Motors’ joint venture in Shanghai, director



	Professional Experience Mr. ~~Wathen has served~~Amato was appointed as president and chief executive officer of the Company, ~~since 2009. He~~effective July 28, 2016. Mr. Amato was also appointed as a Class I member of the Board effective July 28, 2016. Mr. Amato brings more than 25 years of broad industrial experience, having served in several leadership positions at global, multi-billion dollar businesses. From October 2009 through December 2015, he served as ~~president and~~chairman, chief executive officer, and president of ~~Balfour Beatty, Inc. (U.S. operations),~~Metaldyne, LLC, an ~~engineering, construction~~engineered products manufacturing company, and ~~building management services company,~~ from ~~2003 until 2007. Prior to his Balfour Beatty appointment, he was a principal member~~August 2014 through December 2015, as co-president and chief integration officer of Questor, a private equity firm, from 2000 to 2002. Mr. Wathen held management positions from 1977 to 2000 with General Electric, a diversified technology and financial services company, Emerson Electric,Metaldyne Performance Group, a global manufacturing company. Prior to October 2009, he also served as chairman, chief executive officer, and ~~technology company, Allied Signal, an~~president of Metaldyne Corporation, a global components manufacturer, and co-chief executive officer of Asahi Tec Corporation, a Japanese casting and forging company. Prior to this, Mr. Amato worked at MascoTech in positions of increasing responsibility, including as vice president of corporate development at the Company. Mr. Amato obtained a Master of Business Administration from the University of Michigan in Ann Arbor, Michigan, and a Bachelor of Science in Chemical Engineering from Wayne State University in Detroit, Michigan.


⁽¹⁾	Ms. Gougarty and Messrs. ~~Cohen~~Miller and ~~Miller~~Parker elected to defer 100%, 50%, and ~~50%~~100%, respectively, of their ~~2013~~2016 fees earned as permitted under the Company’s ~~2006 Long-Term Equity Incentive Plan.~~Director Retainer Share Election Program.


⁽³⁾	Mr. Cohen ceased to be a director as of the 2016 Annual Meeting held on May 12, 2016.



		The Audit Committee Richard M. Gabrys, Chair ~~Marshall A. Cohen~~ Nancy S. Gougarty Eugene A. Miller Herbert K. Parker Nick L. Stanage Daniel P. Tredwell Samuel Valenti III


	2013		2012		2016 ($)	2015 ($)
Audit Fees	$	1,473,800	$	1,581,000	1,100,000	1,260,000
Audit-related Fees	243,200		405,000		—	700,000
Tax Fees	22,000		21,000		330,000	7,000
All Other Fees	—		—		—	—
Total	$	1,739,000	$	2,007,000	1,430,000	1,967,000



NEO	Base Salary as of January 1, 2013		Base Salary Rate effective July 1, 2013		% Increase
CEO	$	700,000	$	721,000	3.0	%
CFO	430,500		460,700		7.0	%
General Counsel	392,500		392,500		—	%
President - Packaging Systems⁽¹⁾	454,800		454,800		—	%
President - Cequent Performance Products	326,000		335,800		3.0	%



NEO	Base Salary as of June 30, 2014		% Increase
CEO	$	742,700	3.0	%
CFO	474,600		3.0	%
General Counsel	400,400		2.0	%
President - Packaging Systems⁽¹⁾	454,800		—	%
President - Cequent Performance Products	345,900		3.0	%



Metric	Weight	Result Achieved	Payout Earned as a Percent of Total Target Award
Sales/Profitability	40%	below target	65%
Sales/Profitability	40%	below target	65%
Earnings per share	40%	below target	99%
Cash flow	20%	below target	93%
Total Target Award Payout			84.2%



Metric	Weight	Packaging Systems		Cequent Performance Products
Metric	Weight	Result Achieved	Payout as % of Target	Result Achieved	Payout as % of Target
Sales/Profitability	40%	above target	145%	above target	172%
Cash Flow	30%	above target	200%	above target	125%
Productivity	15%	above target	200%	above target	200%
% New Products/Product Growth	15%	below target	80%	above target	200%
Total			160%		166.4%



NEO	Target Award as Percent of Salary		Target STI Amounts		Actual Short-Term Incentive Award Earned		Short-Term Incentive Earned and Paid in Cash(1)		Short-Term Incentive Earned and Paid in Restricted Stock in March 2014 (1)
CEO	112.5	%	$	811,200	$	683,030	$	546,400	$	136,606
CFO	75.0	%	345,500		290,911		232,729		58,182
General Counsel	60.0	%	235,500		198,291		158,633		39,658
President - Packaging Systems	70.0	%	295,300		472,480		377,984		94,496
President - Cequent Performance Products	50.0	%	167,900		279,385		223,508		55,877



Name	Service-Based Restricted Stock ($ Value)		PSUs ($ Value)
CEO	$	1,045,450	$	1,045,450
CFO	403,113		403,113
General Counsel	245,313		245,313
President - Packaging Systems	158,175		158,175
President - Cequent Performance Products	125,925		125,925



	Transitional LTI Target Award in Grant Date $ Value
Name	2012-2013 EPS CAGR
CEO	$	467,600
CFO	191,700
General Counsel	146,400
President - Packaging Systems	68,400
President - Cequent Performance Products	52,900



Name	Plan Name	Number of Years of Credited Service	Present Value of Accumulated Benefit⁽¹⁾
David M. Wathen	N/A	—	$—
A. Mark Zeffiro	N/A	—	—
Thomas M. Benson	N/A	—	—
Lynn A. Brooks	TriMas Benefit Restoration Plan	34	230,500
Joshua A. Sherbin	N/A	—	—