QuickLinks -- Click here to rapidly navigate through this document

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrantý


Filed by a Party other than the Registranto


Check the appropriate box:


o
 
Preliminary Proxy Statement


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


ý
 
Definitive Proxy Statement


o
 
Definitive Additional Materials


o
 
Soliciting Material Pursuant tounder §240.14a-12



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

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý
 
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):
         
  (4) Proposed maximum aggregate value of transaction:
         
  (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:
         

TriMas Corporation

Notice of 2009 Annual Meeting of Shareholders
NOTICE OF 2010 ANNUAL MEETING OF SHAREHOLDERS
To be held May 7, 200910, 2010

To the Shareholders of TriMas Corporation:

        The Annual Meeting of shareholders of TriMas Corporation (the "Company") will be held on Thursday,Monday, May 7, 200910, 2010 at TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, at 11:00 a.m., Eastern Time, for the following purposes:

        The Board of Directors has fixed the close of business on March 9, 200910, 2010 as the record date for determining the shareholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.



 By Order of the Board of Directors



 
/s/ JOSHUA A. SHERBIN
Joshua A. Sherbin
Vice President, General Counsel and Corporate Secretary

Bloomfield Hills, Michigan

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 1, 2009.5, 2010.

        Even if you intend to be present at the Annual Meeting in person, please sign and date the enclosed proxy card or voting instruction card and return it in the accompanying envelope, or vote via telephone or internet (as indicated on your proxy card or voting instruction card), to ensure the presence of a quorum. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the Annual Meeting.

 


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 200910, 2010

The Proxy Statement and 20082009 Annual Report of TriMas Corporation are available at:
http://www.trimascorp.com/2009proxy2010proxy
 

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

Proxy Statement for 2009 Annual Meeting of ShareholdersPROXY STATEMENT FOR 2010 ANNUAL MEETING OF SHAREHOLDERS

        This proxy statement contains information regarding the Annual Meeting of shareholders (the "Annual Meeting") of TriMas Corporation (the "Company") to be held at 11:00 a.m., Eastern Time, on Thursday,Monday, May 7, 200910, 2010 at the TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304. The Company's Board of Directors is soliciting proxies for use at such meeting and at any adjournment or postponement of such meeting. The Company first mailed this proxy statement to its shareholders on or about April 1, 2009.5, 2010. The Company will bear the cost of soliciting proxies.


ABOUT THE MEETING

What is the purpose of the Annual Meeting?

        At the Annual Meeting, holders of the Company's common stock (the "Voting Stock") will act upon the matters outlined in the accompanying Notice of Meeting, including the election of two directors to serve until the Annual Meeting in 2012.2013, the ratification of the appointment of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for 2010 and the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares.

        In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders. The Company expects that representatives of KPMG, LLP ("KPMG"), the Company's independent registered public accounting firm for 2008,2009, will be present at the Annual Meeting and will be available to respond to appropriate questions and if they desire, to make a statement.

Who is entitled to vote?

        Only record holders of Voting Stock at the close of business on the record date of March 9, 200910, 2010 (the "Record Date") are entitled to receive notice of the Annual Meeting and to vote those shares of Voting Stock that they held on the Record Date. Each outstanding share of Voting Stock is entitled toone vote on each matter to be voted upon at the Annual Meeting.

What counts as Voting Stock?

        The Company's common stock constitutes the Voting Stock of the Company. As of March 9, 2009,10, 2010, there were no outstanding shares of preferred stock of the Company.

What constitutes a quorum?

        For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Voting Stock outstanding on the Record Date will constitute a quorum for all purposes. As of the Record Date, 33,589,22233,911,604 shares of Voting Stock were outstanding. Broker non-votes (defined below), and proxies marked with abstentions or instructions to withhold votes, will be counted as present in determining whether or not there is a quorum.


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

        Shareholders of Record.    If, at the close of business on the Record Date, your shares are registered directly in your name with the Company's transfer agent, The Registrar and Transfer Company, you are


considered the shareholder of record with respect to those shares, and these proxy materials (including a proxy card) are being sent directly to you by the Company. As a shareholder of record, you have the right to grant your voting proxy directly to the Company through the enclosed proxy card or to vote in person at the Annual Meeting.

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

How do I vote?

        Shareholders of Record.    If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. You may also vote via telephone or 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.

What if I do not vote for some of the items listed on my proxy card or voting instruction card?

        Shareholders of Record.    If you return your signed proxy card but do not mark selections, the selections not marked will be voted in accordance with the recommendations of the Board of Directors. With respect to any other matter that properly comes before the Annual Meeting, the proxy holders


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

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



authority to vote on the particular matter. Under applicable law, brokers have the discretion to vote on routine matters, such as the uncontested electionratification of directors,the appointment of the Company's independent registered public accounting firm, but do not have discretion to vote on non-routine matters.matters, including the election of directors recommended by the Board of Directors and approval of the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan. If the broker does not have discretionary authority to vote on a particular proposal, the absence of votes on the proposal with respect to your Voting Stock will be considered"broker non-votes" with regard to that matter. Voting Stock subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum but the broker non-votes will not be considered votes cast with respect to that proposal.

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

        If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now, please request the additional copy by contacting TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.48304, Telephone 248-631-5506. A separate set of proxy materials will be sent promptly following receipt of your request.

        If you are a shareholder of record and wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.48304, Telephone 248-631-5506.

        If you are the beneficial owner of shares held through a broker, trustee or other nominee and you wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.48304, Telephone 248-631-5506.

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

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

What isare the Board's recommendation?recommendations?

        The Board recommends a vote:


What vote is required to approve each item?

Proposal 1—Election of Directors.

        The two nominees who receive the most votes cast at the Annual Meeting will be elected as directors. The slate of directors discussed in this proxy statement consists of two directors whose terms are expiring and who have consented to stand for re-election. A properly signed proxy with instructions to withhold authority with respect to the election of one or more directors will not be voted for the director(s) so indicated and will have no effect on the outcome of the vote.

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

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

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

        The affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting will be necessary to approve the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares. Abstentions and broker non-votes will have the same effect as a vote against the matter.

Who pays for the solicitation of proxies?

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

Other Matters.

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


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

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

        In addition, and as required by the SEC for 2009, the        The Company has posted printable and searchable 20092010 proxy materials to the Company's website @at http://www.trimascorp.com/2009proxy; and a2010proxy. A copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2008,2009, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Company's executive offices: TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.


        You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company, athttp://www.sec.gov.

        The references to the website address of the Company and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites are 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,Monday, May 7, 200910, 2010 at the TriMas CorporationCompany's headquarters.

How are votes counted?

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

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

How do I find out the voting results?

        Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published by the Company in the Company's Quarterlya Current Report on Form 10-Q for the quarter ending June 30, 2009.8-K.

Who will serve as the inspector of elections?

        The inspector of elections will be a representative from an independent firm, Broadridge Investor Communication Solutions, Inc.


How and when may I submit a shareholder proposal for the 20102011 Annual Meeting of Shareholders?

        Requirements for shareholder proposal to be considered at the 20102011 Annual Meeting by inclusion in the Company's proxy statement.    You may submit proposals for consideration at future shareholder meetings. For a shareholder proposal to be considered for inclusion in the Company's proxy statement for the Annual Meeting next year, the Corporate Secretary must receive the written proposal at the Company's principal executive offices no later than December 2, 2009.6, 2010. 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:


        Requirements for shareholder proposal to be considered at the 20102011 Annual Meeting, but not included in the Company's proxy statement.    For a shareholder proposal that is intended to be considered at the 20102011 Annual Meeting, but not included in the Company's proxy statement, the shareholder must give timely notice to the Corporate Secretary, which, in general, requires that the notice be received by the Corporate Secretary not later than the close of business on February 15, 2010.9, 2011.

        In addition to the timing requirements stated above, any shareholder proposal to be brought before the 20102011 Annual Meeting must set forth (a) a brief description of the business desired to be brought before the 20102011 Annual Meeting and the reasons for conducting such business, (b) the name and address, as they appear on the Company's books, of the shareholder proposing such business, (c) the number of shares of the Company's Voting Stock that are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) any additional information that is required to be provided by the shareholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

        If the date of the 20102011 Annual Meeting is moved more than 30 days before or 60 days after the anniversary of the 20092010 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in the Company's proxy statement under Rule 14a-8 must be received not later than the close of business on the later of the following two dates:


PROPOSAL 1—ELECTION OF DIRECTORS

        The Board of Directors currently consists of sevensix members serving three-year staggered terms. The Board of Directors is divided into three classes, each class consisting of approximately one-third of the Company's directors. Class IIII directors terms will expire at the 20092010 Annual Meeting. Messrs. TredwellCohen and Valenti, two of the three Class III directors,Wathen have consented to stand for re-election to serve until the 20122013 Annual Meeting. If either of them should become unavailable, the Board may designate a substitute nominee. In that case, the proxy holders named as proxies in the accompanying proxy card will vote for the Board's substitute nominee. Mr. Becker, also a Class III director, has advised the Board that he will not stand as a nominee for re-election at the 2009 Annual Meeting.

        The Company's Board recommends a voteFOR each of the two directors listed below that standwho stands for election, to serve until the 20122013 Annual Meeting.

Vote Required

        The two individuals who receive the most votes cast at the Annual Meeting will be elected as directors, provided a quorum of at least a majority of the outstanding shares of common stock is represented at the meeting. If you abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this "non-routine" proposal, your broker does not have authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the election of directors.


        Additional information regarding the directors and director nominees of the Company is set forth below.


Directors and Director Nominees

        The Board of Directors currently consists of sevensix members divided into three classes serving staggered terms.

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

Name
 Age Title Term
Ending		 
David M. Wathen(1)  57 Director, President and Chief Executive Officer  2010 
Marshall A. Cohen(1)  75 Director  2010 
Richard M. Gabrys  68 Director  2011 
Eugene A. Miller  72 Director  2011 
Daniel P. Tredwell  52 Director  2012 
Samuel Valenti III  64 Chairman of the Board of Directors  2012 
(1)
Not standing for re-election at the 2009 Annual Meeting.

(2)
Standing for re-election at the 20092010 Annual Meeting.

(3)        Director Background and Qualifications.

Elected January 13, 2009 upon    The following sets forth the resignationbusiness experience during at least the past five years of Grant H. Beard.
each Director nominee and each of the directors whose term of office will continue after the annual meeting.

        Charles E. Becker.    Mr. Becker was elected        In addition, the following includes a brief discussion of the specific experience, qualifications, attributes and skills that led to the conclusion that the Directors and nominees should serve on the Board at this time. The Nominating and Corporate Governance Committee considers the experience, mix of skills and other qualities of the existing Board to ensure appropriate Board composition. The Nominating and Corporate Governance Committee believes that Directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, it seeks to ensure the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company's business.

        The Board believes that the Directors and nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise as a director in June 2002. Mr. Becker has advisedwhole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that he will not standeach director satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. In addition, the Board has four independent directors in accordance with the applicable rules of NASDAQ, and such Directors are also independent of the influence of any particular shareholder or shareholder groups whose interests may diverge from the interests of the shareholders as a whole. Further, each director or nominee for re-election atbrings a strong background and set of skills to the 2009 Annual Meeting when his term expires.

        Daniel P. Tredwell.    Mr. Tredwell was elected as one ofBoard, giving the Company's directors in June 2002. Mr. Tredwell is the Managing Member, and one of the co-founders of Heartland Industrial Partners, L.P. ("Heartland"). He has more than two decades of leveraged financing and private equity experience. Mr. Tredwell servedBoard as a Managing Director at Chase Securities Inc.whole competence and had been with Chase Securities since 1985. Mr. Tredwell is alsoexperience in a directorwide variety of Asahi Tec Corporation, Springs Industries, Inc., and Springs Global Participações S.A.

        Samuel Valenti III.    Mr. Valenti was elected as Chairman of the Company's Board of Directors in June 2002 and served as Executive Chairman of the Company's Board from November 2005 through November 2008. Mr. Valenti remains Chairman of the Company's Board. He was employed by Masco Corporation from 1968 through March 2008. From 1988 through March 2008, Mr. Valenti was President and a member of the board of Masco Capital Corporation, and was Vice President—Investments of Masco Corporation from May 1974 to October 1998. Until November 2005, Mr. Valenti also served as a special advisor to Heartland Industrial Partners, L.P., and until July 2006, Mr. Valenti served as a director of Metaldyne Corporation. Mr. Valenti is currently Chairman of Valenti Capital LLC.areas.

        David M. Wathen.    Mr. Wathen was appointed as the Company's President and Chief Executive Officer and as a member of the Board on January 13, 2009. Mr. Wathen has extensive knowledge and experience in operational and management issues relevant to diversified manufacturing environments. He is currently a director and member of the Audit Committee and Corporate Governance Committee of Franklin Electric Co., Inc. From 20022003 until 2006,2007, Mr. Wathen was President and Chief Executive Officer of Balfour Beatty, Inc. (US(U.S. Operations), an engineering, construction and building management services company. Prior to his Balfour Beatty appointment in 2002,2003, he served as a Principal Member of Questor, a private equity firm.firm from 2000 to 2002. From 1977 to 2000, Mr. Wathen has also held management positions with General Electric, Emerson Electric, Allied Signal and Eaton Corporation. Mr. Wathen holds a B.S.M.E. in Engineering and M.B.A. from Purdue University and an M.S.B.A. in Business Administration from St. Francis University.


        Marshall A. Cohen.    Mr. Cohen was elected as one of the Company's directors in January 2005. Mr. Cohen has extensive knowledge and experience in management, governance and legal matters



involving publicly-held companies. He is alsocounsel to Cassels Brock & Blackwell LLP, a law firm based in Toronto, Canada, which he joined in 1996. Prior to joining that firm, Mr. Cohen served as president and chief executive officer of the Molson Companies Limited from 1988 to 1996. Mr. Cohen is a director of Barrick Gold Corporation, Broadpoint Gleacher Securities Group, Inc. and TD Ameritrade. From November 19881993 to September 1996, he2008, Mr. Cohen was President, Chief Executive Officer anda director of AIG, Inc. Mr. Cohen holds a B.A. from the Molson Companies Limited.University of Toronto, a law degree from Osgoode Hall Law School and a Masters Degree in Law from York University.

        Richard M. Gabrys.    Mr. Gabrys joined the Board in August 2006. Mr. Gabrys has extensive knowledge and expertise in financial reporting for publicly-held companies and accounting matters. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years where he served a variety of publicly-held companies, financial services institutions, public utilities and health care entities. He was a Vice Chairman of Deloitte's United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. From January 2006 through August 2007, Mr. Gabrys served as the Interim Dean of the School of Business Administration of Wayne State University. From December 2004 through January 2008, Mr. Gabrys served on the Board of Dana Corporation. He is a member of the Board of Directors of CMS Energy Company, Massey Energy Company and La-Z-Boy Inc.; and is the President and Chief Executive Officer of Mears Investments, L.L.C., a private family investment company. Mr. Gabrys holds a B.S. in Accounting from King's College and completed the Executive Program at Stanford University.

        Eugene A. Miller.    Mr. Miller was elected as a director in January 2005. Mr. Miller has extensive knowledge and expertise in management, executive compensation and governance matters related to publicly-held companies. Mr. Miller is the retired Chairman and Chief Executive Officer of Comerica Incorporated and Comerica Bank in which positions he served from 1993 to 2002. Mr. Miller held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) and rose to become Chairman, Chief Executive Officer and President of Comerica Incorporated (June 1993 through June 1999). He is also a director of DTE Energy Company since 1989 and Handleman Company since 2002. Mr. Miller holds a B.B.A. from the Detroit Institute of Technology.

        Daniel P. Tredwell.    Mr. Tredwell was elected as one of the Company's directors in June 2002. Mr. Tredwell has extensive knowledge and expertise in financial and banking matters. Mr. Tredwell is the Managing Member, and one of the co-founders of Heartland Industrial Partners, L.P. ("Heartland"). He has more than two decades of private equity and leveraged financing experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. (a predecessor of J.P. Morgan Securities, Inc.) and had been with Chase Securities since 1985. Mr. Tredwell is also a director of Asahi Tec Corporation, Springs Industries, Inc., and Springs Global Participações S.A. From November 2000 to January 2007, Mr. Tredwell served on the Board of Metaldyne Corporation. Mr. Tredwell holds a B.A. in Economics from Miami University and an M.B.A. in Finance from the Wharton School.

        Samuel Valenti III.    Mr. Valenti was elected as Chairman of the Company's Board of Directors in June 2002 and served as Executive Chairman of the Company's Board from November 2005 through November 2008. Mr. Valenti remains Chairman of the Company's Board. Mr. Valenti has extensive knowledge and expertise in management of diversified manufacturing businesses and financial matters. He was employed by Masco Corporation from 1968 through March 2008. From 1988 through March 2008, Mr. Valenti was President and a member of the board of Masco Capital Corporation, and was Vice President-Investments of Masco Corporation from May 1974 to October 1998. Until November 2005, Mr. Valenti also served as a special advisor to Heartland Industrial Partners, L.P., and until July 2006, Mr. Valenti served as a director of Metaldyne Corporation. Mr. Valenti is currently Chairman of Valenti Capital LLC. Mr. Valenti holds a B.A. and Masters in Economics from Western Michigan University. Mr. Valenti is the former Chairman of the Investment Advisory Committee of the



$50 billion State of Michigan retirement system and serves on the Harvard Business School Advisory Council. He also serves on the Advisory Council at the University of Notre Dame and the Advisory Board at the University of Michigan Business School Zell-Lurie Institute. Mr. Valenti is a member of Business Leaders for Michigan and serves as Chairman of the Renaissance Venture Capital Fund.

The Board of Directors and Committees

        Since June 2002, the Company has separated the roles of the Board Chairman and Chief Executive Officer. The Board believes that separating these roles offers distinct benefits to the Company, including curtailing the potential for conflict of interest and facilitating objective Board evaluation of the Company's management. Mr. Valenti has served as Board Chairman since 2002 and has been an independent director since November 2008.

        Through November 5, 2008,May 7, 2009 the Board consisted of eight directors and since November 6, 2008seven directors. Since May 7, 2009 the Board has consisted of sevensix directors.(1) During 2008,2009, the Board held nine8 meetings and acted eight5 times by unanimous written consent. The table below sets forth the 2008 membership and meeting information for the four standing committees of the Board(1): for 2009 and the membership of each of the four standing committees of the Board since the Annual Meeting held on May 7, 2009:

Name
 Audit Compensation Governance &
Nominating		 Executive 

Brian P. Campbell(2)

  —  —  —  — 

Richard M. Gabrys(3)

  Chairman  —  X  — 

Eugene A. Miller(4)

  X  Chairman  —  — 

Charles E. Becker

  —  X  —  — 

Daniel P. Tredwell(5)

  —  —  —  X 

Samuel Valenti III(6)

  —  —  X  X 

David M. Wathen(7)

  —  —  —  X 

Marshall A. Cohen(8)

  X  X  Chairman  — 
 

Meetings

  10(9) 7  3  0 
 

Action by Unanimous Written Consent

  2  2  0  0 

Name
 Audit Compensation Governance &
Nominating		 Executive
David M. Wathen — — — Chairman
Marshall A. Cohen X X Chairman —
Richard M. Gabrys Chairman X X —
Eugene A. Miller X Chairman X —
Daniel P. Tredwell — — — X
Samuel Valenti III X X X X
 Meetings 8 6 3 0
 Action by Unanimous Written Consent 0 1 3 0

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

        Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the Company's directors.

        The Company's Board has determined, after considering all of the relevant facts and circumstances, that from August 21, 2009 Messrs. Becker, Cohen, Gabrys, Miller and Valenti are "independent" from management in accordance with the NYSENASDAQ listing standards and the Company's Corporate Governance Guidelines. With respect to Mr. Valenti, the Board made this determination as of November 6, 2008. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company's Corporate Governance Guidelines. For the period January 1, 2009 through August 21, 2009, during which the Company was listed on the NYSE, the Company's



Board determined that Messrs, Cohen, Gabrys, Miller, Valenti and Becker (who left the Board in May 2009) were "independent" from management in accordance with NYSE listing standards and the Company's Corporate Governance Guidelines. After considering all of the relevant facts and circumstances, the Board determined that, within twelve (12) months of the Company's initial public offering, all of the members of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee of the Board qualified under the applicable independence standards.

        During 2008, with the exception of Mr. Becker,2009, all current directors attended at least 75%, in aggregate, of the meetings of the Board of Directors and all committees of the Board on which they served. SevenAll of the eight then current directors attended the Company's 20082009 Annual Meeting of Shareholders, and all Directors are expected to attend all meetings, including the Annual Meeting. In addition to attending



Board and committee meetings, directors fulfill their responsibilities by consulting with the President and Chief Executive Officer and other members of management on matters that affect the Company.

        Non-managementIndependent and non-management directors hold regularly scheduled executive sessions in which independent and non-management directors meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board of Directors. For more information regarding the Company's Board of Directors and other corporate governance procedures, see "Corporate Governance." For information on how you can communicate with the Company's non-management directors, see "Communicating with the Board."

        Audit Committee.    The Audit Committee is responsible for providing independent, objective oversight and review of the Company's auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of the Company's internal audit function. In addition, the Audit Committee is responsible for (1) selecting the Company's independent registered public accounting firm, (2) approving the overall scope of the audit, (3) assisting the Board in monitoring the integrity of the Company's financial statements, our independent registered public accounting firm's qualifications and independence, the performance of the company's independent registered public accounting firm, and the Company's internal audit function and compliance with relevant legal and regulatory requirements, (4) annually reviewing the Company's independent registered pubic accounting firm's report describing the auditing firm's internal quality-controlquality control procedures and any materials issues raised by the most recent internal quality-controlquality control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management, internal auditors and the independent registered public accounting firm, (9) reviewing with the independent auditor any audit problems or difficulties and management's response, (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm, (11) handling such other matters that are specifically delegated to the Audit Committee by applicable law or regulation or by the Board of Directors from time to time, and (12) reporting regularly to the full Board of Directors. See "Report of the Audit Committee." The Audit Committee's charter is available on the Company's website,www.trimascorp.com, in the Corporate Governance subsection of the Investor page.

        Each of the directors on the Audit Committee is financially literate. The Board of Directors has determined that each of Messrs. Miller and Gabrys qualifyqualifies as an "audit committee financial expert" within the meaning of SEC regulations and that from August 21, 2009 each member on the Audit Committee has the accounting and related financial management expertise required by the NASDAQ listing standards and that each is "independent" from management in accordance with NASDAQ listing standards and the Company's Corporate Governance Guidelines. For the period January 1, 2009 through August 21, 2009, during which the Company was listed on the NYSE, the Board of Directors determined that each of the members of the Audit Committee had the accounting and related financial management expertise required by the NYSE's listing standards.


        Compensation Committee.    The Compensation Committee is responsible for developing and maintaining the Company's compensation strategies and policies including, (1) reviewing and approving the Company's overall executive and director compensation philosophy and the executive and director compensation programs to support the Company's overall business strategy and objectives, (2) overseeing the management continuity and succession planning process (except as otherwise within the scope of the Corporate Governance and Nominating Committee) with respect to the Company's officers, and (3) preparing any report on executive compensation required by the applicable rules and regulations of the SEC and other regulatory bodies.

        The Compensation Committee is responsible for monitoring and administering the Company's compensation and employee benefit plans and reviewing, among other things, base salary levels, incentive awards and bonus awards for officers and key executives, and such other matters that are specifically delegated to the Compensation Committee by applicable law or regulation, or by the Board of Directors from time to time.


        See "Compensation Discussion and Analysis." The Compensation Committee's charter is available on the Company's website,www.trimascorp.com, in the Corporate Governance Section.subsection of the Investors page.

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

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

        In recommending candidates to the Board, the Corporate Governance and Nominating Committee reviews the experience, mix of skills and other qualities of a nominee to assure appropriate Board composition after taking into account the current Board members and the specific needs of the Company and the Board. The Board looks for individuals who have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. The Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. As required by the NYSE,NASDAQ, SEC or such other applicable regulatory requirements, a majority of the Board will be comprised of independent directors.

        The Corporate Governance and Nominating Committee generally relies on multiple sources for identifying and evaluating nominees, including referrals from the Company's current directors and management. The Corporate Governance and Nominating Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an Annual Meeting, so long as such recommendations are sent on a timely basis to the Corporate Secretary of the Company and are in accordance with the Company's by-laws. The committeeCorporate Governance and Nominating Committee will evaluate nominees recommended by shareholders against the same criteria. The Company did not receive any nominations of directors by shareholders for the 20092010 Annual Meeting.

        The Corporate Governance and Nominating Committee is also responsible for recommending to the Board appropriate Corporate Governance Guidelines applicable to the Company and overseeing governance issues.


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

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

        Terms of Office.    The Board has not established term limits for the directors. The Corporate Governance Guidelines provide that a thoughtful evaluation of director performance is the appropriate method of balancing the Board's needs for continuity, insight, new perspectives, fresh ideas, and other factors.

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


BOARD OF DIRECTORS RISK MANAGEMENT FUNCTIONS

        As part of its oversight function, the Board monitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. The Audit Committee considers risk issues associated with the Company's overall financial reporting, disclosure process and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the Vice President, Corporate Audit, and the independent registered public accounting firm in executive sessions at least quarterly, and with the General Counsel and Chief Compliance Officer as determined from time to time by the Audit Committee. Each of the other committees, the Compensation Committee and the Governance and Nominating Committee, consider risk issues associated with the substantive matters addressed by the committee.

Director Compensation

        The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board, as appropriate. The Compensation Committee and Board believe that directors should receive a mix of cash and equity over their tenure. The combination of cash and equity compensation is intended to provide incentives for directors to continue to serve on the Board of Directors and to attract new directors with outstanding qualifications. Directors who are not independent do not receive any compensation for serving on the Board or any committees thereof. Directors may make an annual election to defer receipt of Board compensation, provided the election is made prior to the fiscal year in which the deferral is effective.


        Annual Cash Retainer and Meeting Fees.    In 2008,2009, each independent director received an annual retainer subject to proration, of $75,000, and a meeting fee of $1,000 for each Board or committee meeting attended. The Chairman of the Board received $200,000 in 20082009 for his services in that capacity and did not receive attendance fees. The chairman of each of the Audit, Compensation and Corporate Governance and Nominating Committees received attendance fees of $2,000 for each meeting attended. In addition, the chair of the Audit Committee received an additional annual retainer feein the amounts of $15,000. In 2008,$15,000, $10,000 and $5,000, respectively.

        None of the Company did not grant equity compensation to its independent directors except that Mr. Valenti elected to receive one-twelfthdefer receipt of his retainerBoard compensation in common stock2009. For 2010, two of the Company.

        At its February 26, 2009four independent directors elected to defer receipt of all or part of their Board Meeting,compensation.


        Equity Compensation.    On March 9, 2009, the Board approved effective January 1, 2009, the payment of a $10,000 annual retainer to the Chair of the Compensation Committee, a $5,000 annual retainer to the Chair of the Governance and Nominating Committee, and adjusted attendance fees to $1,000 for each Board meeting attended, and each committee meeting attended as a committee member or as committee chair. The Board also approved the issuance on March 9, 2009 of options to purchase 24,000 shares of common stock perto each independent Board member (other than the Chairman), at the fair market valuewith an exercise price ofequal to the closing price of the Company's stock on the grant date, whichdate. The options will vest in equal annual increments over the three years following the grant date and are subject to a ten (10) year exercise term, subject to earlier termination if the recipient dies, becomes disabled or is no longer a director.

        Director Stock Ownership.    We have established stock ownership guidelines for independent directors to more closely tie their interests to those of shareholders. Under these guidelines, directors are required to own, within five years after initial election to the Board (but not tolling prior to the Company's May 2007 initial public offering) shares of Company stock having a value equal to three times their annual cash retainer. Common stock, time-based restricted stock and vested in the money options held by an independent director are counted toward fulfillment of this ownership requirement. Mr. Valenti currently satisfies the common stock ownership requirement. As five years since the Company's 2007 initial public offering has not yet lapsed, the independent directors are not yet obligated to satisfy the ownership guidelines.

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

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


Director Compensation Table

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

Samuel Valenti III(3)

 $183,333  16,667 $200,000 

Grant H. Beard(1)

  N/A  —  N/A 

Charles E. Becker

 $83,000  — $83,000 

Marshall A. Cohen

 $97,000  — $97,000 

Richard M. Gabrys

 $104,931  — $104,931 

Eugene A. Miller

 $113,068  — $113,068 

Daniel P. Tredwell(1)

  N/A  —  N/A 

Brian P. Campbell(2)

 $72,383  — $72,383 

Name
 2009 Fees Earned
or Paid in Cash ($)		 2009 Stock
Awards ($)(3)		 Total ($) 

Samuel Valenti III

  200,000  —  200,000 

David M. Wathen(1)

  —  —  — 

Grant H. Beard(1)

  —  —  — 

Charles E. Becker(2)

  21,750  9,200  30,950 

Marshall A. Cohen

  99,000  9,200  108,200 

Richard M. Gabrys

  107,000  9,200  116,200 

Eugene A. Miller

  102,000  9,200  111,200 

Daniel P. Tredwell(1)

  —  —  — 

Corporate Governance

        The Board of Directors has adopted Corporate Governance Guidelines, a copy of which can be found at the Company's website,www.trimascorp.com, in the Corporate Governance Section.subsection of the Investors page. These guidelines address, among other things, director responsibilities, qualifications (including independence), compensation and access to management and advisors. The Corporate



Governance and Nominating Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the Board.

        Code of Ethics.    The Board has adopted a code of ethics and business conduct that applies to directors and all employees, including the Company's principal executive officer, principal chief financial officer, and other persons performing similar executive management functions. The code of ethics is posted on the Company's website in the Corporate Governance Section. All amendments to the Company's code of ethics, if any, will be also posted on the Company's internet website, along with all waivers, if any, of the code of ethics involving senior officers.

        The Company has filed with the SEC, as exhibits to its Quarterly Reports on Form-10-QForm10-Q for the quarters ended March 31, June 30 and September 30, 2008,2009, respectively, and its Annual Report on Form 10-K for the year ended December 31, 2008,2009, Certifications Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

        A copy of the Company's committee charters, Corporate Governance Guidelines and Code of Ethics will be sent to any shareholder, without charge, upon written request sent to the Company's executive offices: TriMas Corporation, Attention: Vice President, General Counsel and Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

Communicating with the Board

        Any shareholder or interested party who desires to communicate with the Board or any specific director, including the Chairman, non-management directors, or committee members, may write to: TriMas Corporation, Attention: Board of Directors, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

        Depending on the subject matter of the communication, management will:

        To submit concerns regarding accounting matters, shareholders and other interested persons may also call the Company's toll free, confidential hotline number published atwww.trimascorp.com in the Corporate Governance Sectionsubsection of the Investors page, in the document entitled Code of Ethics and Business Conduct. Employees may express such concerns on a confidential and anonymous basis.

        Communications made through the confidential hotline number are reviewed by the Audit Committee at each regularly scheduled meeting; other communications will be made available to directors at any time upon their request.


Independent Auditors


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

        The Audit Committee of the Board has appointed KPMG as the independent registered public accounting firm to audit the Company's consolidated financial statement for the fiscal year ending December 31, 2010. During fiscal year 2008,2009, KPMG served as the Company's independent registered public accounting firm and also provided certain other audit related services. KPMG has audited the Company's consolidated financial statements annually since the fiscal year ended December 31, 2003. Representatives of KPMG are expected to attend the 20092010 Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

        The Audit Committee hasappointment of KPMG as the independent registered public accounting firm for the Company is being presented to the shareholders for ratification. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of the holders of a majority of the total shares of common stock present in person or represented by proxy and voting on the matter, provided that a quorum of at least a majority of the outstanding shares are represented at the meeting. If you abstain from voting on this matter, your abstention will have no effect of the vote. If you hold your shares through a broker and you do not yet selected independent accountantsinstruct the broker on how to auditvote on this "routine" proposal, your broker will nevertheless have authority to vote your shares on this "routine" proposal in your broker's discretion. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the proposal. Proxies submitted pursuant to this solicitation will be voted "FOR" the ratification of KPMG as the Company's consolidated financial statementsindependent registered public accounting firm for the fiscal year ending December 31, 2009. 2010, unless specified otherwise.

The Audit Committee intends to appoint anBoard of Directors recommends that shareholders vote "FOR" the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the fiscal year ending December 31, 2010.

Fees Paid to Independent Auditor

        The following table presents fees billed by KPMG for professional audit services rendered related to the audits of the Company's annual financial statements for the years ended December 31, 2009, 2008 and 2007, and fees for other services rendered by KPMG during those periods.

 
 2009
($)		 2008
($)		 2007
($)		 

Audit Fees

  1,857,000  2,424,300  3,220,000 

Audit-related Fees

  234,000  —  436,000 

Tax Fees

  —  66,900  15,900 

All Other Fees

  —  —  — 
        

Total

  2,091,000  2,491,200  3,671,900 
        

Audit and Audit-Related Fees

        Integrated audit fees billed for services rendered in connection with the audit of the Company's annual financial statements and the effectiveness of the Company's financial controls over financial reporting were $1,857,000, $2,424,300, and $3,220,000 for 2009, 2008 and 2007, respectively. The fees for 2007 were higher than subsequent years due to services in connection with the Company's initial compliance with Section 404 of the Sarbanes-Oxley Act. KPMG audit fees related to the Company's ongoing SOX compliance are reflected in the 2009 and 2008 Audit Fees. In 2009, audit-related fees of $234,000 were incurred primarily related to the Company's debt refinancing activities. In 2007, audit-related fees of $436,000 were incurred related to the Company's initial public offering.


Tax Fees

        Except for the amounts disclosed above, there were no tax fees billed by KPMG during 2009, 2008 and 2007, as the Company has retained another accounting firm to provide tax advice.

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

        We have been advised by KPMG that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

        The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm.

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

Pre-Approved Policies and Procedures for Audit and Non-Audit Servicespre-approval policies.

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

            (1)   KPMG will not be engaged to provide any services that may compromise its independence under applicable laws and regulations, including rules and regulations of the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

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

            (3)   The Company is authorized, without additional Audit Committee approval, to engage KPMG to provide (a) audit-related and tax services, including due diligence and tax planning related to acquisitions where KPMG does not audit the target company, to the extent that the cost of such engagement does not exceed $250,000, (b) due diligence and tax planning related to acquisitions where KPMG audits the target company, to the extent the cost of such engagement does not exceed $20,000, and (c) services not otherwise covered by (a) or (b) above to the extent the cost of such engagements does not exceed $150,000; provided, however, that the aggregate amount of all such engagements under (a), (b) and (c) may not exceed $350,000 in any calendar quarter; and

            (4)   The Chairman of the Audit Committee will be promptly notified of each engagement, and the Audit Committee will be updated quarterly on all engagements, including fees.

Service Fees Paid to the Independent Registered Public Accounting Firm

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

 
 2008
($)		 2007
($)		 2006
($)		 

Audit Fees

  2,424,300  3,220,000  1,375,000 

Audit-related Fees

  —  436,000  244,000 

Tax Fees

  66,900  15,900  14,200 

All Other Fees

  —  —  — 
        

Total

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

Audit and Audit-Related Fees
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

        IntegratedThe Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company's financial statements. The Company's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, the performance of the Company's internal audit fees billedfunction and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company's relationship with the independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding as determined by the Audit Committee from the Company for services rendered in connection withsuch advice and assistance.

        The Company's management is primarily responsible for the Company's internal control and financial reporting process. The Company's independent registered public accounting firm, KPMG, is responsible for performing an independent audit of the Company's annualconsolidated financial statements and issuing opinions on the conformity of reporting those audited financial statements with United States generally accepted accounting principles and the effectiveness of the Company's financial controlsinternal control over financial reporting were $2,424,300, $3,220,000 and $1,375,000 for 2008, 2007 and 2006, respectively.reporting. The increase in fees for 2007 was due to services in connection withAudit Committee monitors the Company's initial compliance with Section 404 of the Sarbanes-Oxley Act. KPMG audit fees relatedfinancial reporting process and reports to the Company's ongoing SOX compliance are reflected inBoard on its findings.

        In this context, the 2008 Audit Fees. In 2007 and 2006, audit-related fees of $436,000 and $244,000, respectively, were incurred related to the Company's initial public offering.Committee hereby reports as follows:

Tax Fees

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

    1.     The Audit Committee has determinedreviewed the audited financial statement for the fiscal year ended December 31, 2009 with the Company's management;

            2.     The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards ("SAS") No. 114 (formerly SAS 61), as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T;

            3.     The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees"), as adopted by the PCAOB in rule 3600T, and has discussed with the independent registered public accounting firm its independence; and

            4.     Based on the review and discussions referred to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board, and the Board has approved, that the renderingaudited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, for filing with the Securities and Exchange Commission.

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



The Audit Committee
Richard M. Gabrys, Chairman
Eugene A. Miller
Marshall Cohen
Samuel Valenti III


PROPOSAL 3—RATIFICATION OF INCREASE OF SHARES RESERVED FOR
ISSUANCE UNDER THE 2006 LONG TERM EQUITY INCENTIVE PLAN

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

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

        The 2006 Plan provides for the issuance of incentive and nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, performance awards, annual incentive awards or other incentive awards, including management stock purchase rights on restricted stock units. The 2006 Plan provides for the issuance of up to an aggregate of 1,435,877 shares of our common stock, of which up to 500,000 of the shares may be used for incentive stock options. If the amendment to the 2006 Plan is approved by the shareholders, the number of shares available for issuance pursuant to the 2006 Plan will be 2,435,877 shares of our common stock, of which up to 500,000 of the shares may be used for incentive stock options. Under the 2006 Plan, grants of restricted stock, restricted stock units to the extent payable in stock and performance awards count as two shares each, and grants of incentive and nonqualified stock options and stock appreciation rights count as one share each for purposes of determining shares remaining for grants under the 2006 Plan. As of the Record Date, awards covering an aggregate of 1,043,668 shares of our common stock had been issued and were outstanding under the 2006 Plan.

        The shares issued or to be issued under the 2006 Plan consist of authorized but unissued shares. Shares issued under the 2006 Plan pursuant to awards assumed in connection with mergers and acquisitions by us will not reduce the number of shares reserved for issuance under the 2006 Plan. If an award under the 2006 Plan is forfeited or expires without being exercised, the shares covered by any such award would again become available for issuance under new awards. The closing price of a share as reported by NASDAQ on the Record Date was $7.30.

        The 2006 Plan prohibits the repricing of options without the approval of the shareholders. This provision relates to both direct repricings—lowering the exercise price of an option—and indirect repricings—canceling an outstanding option and granting a replacement or substitute option with a lower exercise price, or exchanging options for cash, other options or other awards. The repricing prohibition also applies to share appreciation rights.

        Awards may be made under the 2006 Plan to our directors, officers, employees or consultants. We estimate that currently approximately 2,020 persons are eligible to receive awards under the 2006 Plan. Currently, 44 persons comprised of active employees, officers and directors participate in the 2006 Plan.


        The 2006 Plan is administered by the Compensation Committee of our Board of Directors (the "Administrator"). The Administrator has the power to select the recipients of awards. The Board of Directors retains the authority to grant and administer awards to non-employee directors, who may receive and elect to defer stock and cash compensation under the 2006 Plan. The Administrator has broad power to determine and amend award terms, although in general, such amendments may not adversely affect a participant without the participant's consent, except for amendments that are necessary under Code Section 409A and adjustments in connection with certain corporate events, such as stock splits or other changes in the outstanding common stock, or a merger or other extraordinary transaction. The Administrator may make awards to executives when they join us, annually and/or in connection with achieving performance goals. Each grant will have a vesting period determined on a case by case basis.

        The 2006 Plan provides the following limitations on annual grants to individual participants under Internal Revenue Code ("Code") Section 162(m): options or stock appreciation rights with respect to 350,000 shares of common stock; and, restricted stock or restricted stock units denominated in shares of common stock with respect to more than 175,000 shares. Performance awards under Code Section 162(m) with respect to more than 100,000 shares; and, annual incentive awards under Code Section 162(m) with respect to more than 100,000 shares. The maximum dollar value payable to any participant in one fiscal year with respect to restricted stock units, performance awards or annual incentive awards under Code Section 162(m) that are valued in property other than common stock is the lesser of $6,000,000 or 5 times the participant's base salary for the fiscal year.

        The 2006 Plan leaves to the discretion of the Administrator to grant annual incentive awards and performance awards, each pursuant to an individual participant's agreement.

        In general, the Board of Directors is authorized to amend or modify the 2006 Plan at any time without shareholder approval, other than to materially increase benefits, increase the number of shares available for awards or change the eligibility requirements. No awards may be made after the tenth anniversary of the earlier of Board or shareholder approval of the 2006 Plan. Options and stock appreciation rights granted under the 2006 Plan may not be granted with an exercise price below fair market value on the grant date and, unless shareholder approval is obtained, options and stock appreciation rights will not be repriced such that their exercise price is below fair market value per share on the date of original grant. The terms of the awards are set by the Administrator in a participant's award agreement, but no option or stock appreciation right may have a term that exceeds 10 years, and most options and stock appreciation rights will have shorter terms if a participant dies, becomes disabled or terminates employment. All awards are forfeited if a participant's employment is terminated for cause. Restricted stock, restricted stock units, performance awards, annual incentive awards and other incentive awards are subject to vesting and/or designated performance requirements. In the event of a change in control, the Administrator, at its discretion, may accelerate vesting or cash-out awards, or arrange for the assumption of awards in the event of certain acquisitions.

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

        Section 162(m) of the Code limits publicly-held companies to an annual deduction for U.S. federal income tax purposes of $1,000,000 for compensation paid to their Chief Executive Officer and Chief Financial Officer and the three highest compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) determined at the end of each year (the "covered employees"). However, performance-based compensation may be excluded from this limitation. The 2006 Plan is designed to permit the Administrator to grant awards that qualify for purposes of satisfying the conditions of Section 162(m). The Administrator would use one or more of the performance measures



listed under the Plan in establishing performance goals for awards to "covered employees" if the award is to be intended to satisfy the conditions of Section 162(m).

        The Company currently has a registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended, covering the offering of the Shares under the 2006 Plan.

        Awards under the 2006 Plan will be made at the discretion of the Administrator. Accordingly, we cannot currently determine the amount of awards that will be made under the 2006 Plan in the future. The table below sets forth the awards that were granted under the 2006 Plan during 2009 and 2010 through the Record Date (excluding any grants that were forfeited).

Name
Grant DateNumber of
Stock
Options		Number of
Performance
Units		Number of
Restricted
Stock Units

Grant H. Beard(1)

N/A———

Thomas M. Benson

N/A


—
16,280
—

Lynn A. Brooks

3/9/2009


72,500
—
—

12/4/200928,900

Edward L. Schwartz(1)

N/A


—
—
—

Joshua A. Sherbin

3/9/2009


87,500
—
—

12/4/2009—11,040—

2/26/2010——24,640

David M. Wathen

1/13/2009


200,000
—
—

12/4/2009—106,460—

A. Mark Zeffiro

3/9/2009


90,000
—
—

12/4/2009—15,900—

2/26/2010——32,850

Executive Officers Group(2)

1/13/2009


200,000
—
—

3/9/2009282,000——

12/4/2009—173,340—

2/26/2010——57,490

Independent Director Group(3)

3/9/2009


72,000
—
—

Non-Executive Officer Group(4)

1/13/2009


—
—
—

3/9/2009———

12/4/2009———

2/26/2010———
(1)
Messrs. Beard and Schwartz did not receive equity grants in 2009 and 2010 due to their resignations effective January 13, 2009 and March 4, 2009, respectively.

(2)
Total represents five (5) participants.

(3)
Consists of four (4) participants.

(4)
Consists of all non-audit servicesnon-executive officer employees as a group. In 2009 and 2010 year to date, the Company issued grants to non-executive officer employees pursuant to the Company's 2002 Long Term Equity Incentive Plan.

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)		 

Equity compensation plans approved by security holders

  1,839,344 $9.74  559,477(1)

Equity compensation plans not approved by security holders

  
—		  
—		  
—		 
        

TOTAL

  1,839,344 $9.74  559,477 
        
(1)
As of December 31, 2009, includes 374,019 shares available for future issuance under the 2002 Long Term Equity Incentive Plan and 185,458 shares available for future issuance under the 2006 Long Term Equity Incentive Plan.

The Company's Board recommends a voteFOR the ratification of the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by KPMG is compatible with maintaining such auditor independence.1,000,000 shares. Abstentions and broker non-votes will have the same effect as a vote against the matter.


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

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

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

    •
    each of the Company's directors and director nominees;

    •
    each of the named executive officers; and

    •
    all of the Company's directors and named 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 voting stock that are currently exercisable or will become exercisable 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 33,589,22233,924,015 shares outstanding and 833,6491,062,060 shares that are deemed "beneficially owned" under the SEC rules described above.

 
 Shares Beneficially
Owned		 
Name and Beneficial Owner
 Number Percentage 

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

  15,091,275  43.8%
 

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

       

Masco Corporation(3)

  2,454,614  7.1%
 

21001 Van Born Road, Taylor, Michigan 48180

       

First Manhattan Co. 

  2,322,083  6.74%
 

437 Madison Avenue, New York, NY 10022

       

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

  1,871,600  5.4%
 

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

       

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

  2,000  0 

Lynn A. Brooks(5)(7)

  172,234  0 

Marshall A. Cohen(5)(7)

  2,000  0 

Richard M. Gabrys(5)(7)

  3,000  0 

Eugene A. Miller(5)(7)

  7,000  0 

Joshua A. Sherbin(5)(7)

  60,300  0 

Daniel P. Tredwell(2)

  15,091,275  43.8%

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

  388,661  1.1%

David M. Wathen(7)

  0  0 

A. Mark Zeffiro(5)(7)

  28,800  0 

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

  15,755,270  45.8%

     
    		 Shares Beneficially
    Owned    		 
    Name and Beneficial Owner
    		 Number Percentage 

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

    		  15,237,996  43.6%
     

    177 Broad Street, Stamford, CT 06901

    		       

    Masco Corporation(3)

    		  2,454,614  7.0%
     

    21001 Van Born Road, Taylor, MI 48180

    		       

    First Manhattan Co. 

    		  2,085,033  6.0%
     

    437 Madison Avenue, New York, NY 10022

    		       

    Thomas M. Benson(4)(6)

    		  62,621  0 

    Lynn A. Brooks(4)(6)

    		  260,852  0 

    Marshall A. Cohen(4)(6)

    		  10,000  0 

    Richard M. Gabrys(4)(6)

    		  11,000  0 

    Eugene A. Miller(4)(6)

    		  25,000  0 

    Joshua A. Sherbin(4)(6)

    		  103,287  0 

    Daniel P. Tredwell(2)

    		  15,237,996  43.6%

    Samuel Valenti III(4)(5)(6)

    		  410,000  1.2%

    David M. Wathen(4)(6)

    		  294,550  0 

    A. Mark Zeffiro(4)(6)

    		  84,456  0 

    All named executive officers and directors as a group (10 persons)(2)(4)(6)(7)

    		  16,499,762  47.2%
        (1)
        These shares of common stock are beneficially owned indirectly by Heartland Industrial Associates, L.L.C. as the general partner of each of the limited partnerships, which hold shares of common stock directly. These limited liability companies and limited partnership hold common stock as follows: 11,805,7799,742,230 shares are held by TriMas Investment Fund I, L.L.C. ("TIF I"); 2,243,827 shares are held by Metaldyne Investment Fund I, L.L.C. ("MIF I"); 835,339842,675 shares are held by HIP Side-by-Side Partners, L.P.; 173,378176,312 shares are held by TriMas Investment Fund II, L.L.C. and; 32,952 shares are held by Metaldyne Investment Fund II, L.L.C. and 2,200,000 shares are held by HIP Investment Holdings I, LLC ("HIP Holdings"). In addition, by reason of the shareholders agreement summarized under"Transactions "Transactions with Related Persons—Shareholders Agreement,," Heartland Industrial Associates, L.L.C., and Heartland Industrial Partners, L.P., as the managing member of TIF I, and MIF I and HIP Holdings, may be deemed to share beneficial ownership of shares of common stock held by other shareholders party to the shareholders agreement and may be considered to be a member of a "group," as such term is used under Section 13(d) under the Exchange Act.

        (2)
        All shares are beneficially owned as disclosed in footnote (1). Mr. Tredwell is the Managing Member of Heartland Industrial Associates, L.L.C., but disclaims beneficial ownership of such shares. The business address for Mr. Tredwell is 177 Broad Street, 10th Floor, Stamford, CT 06901.

        (3)
        Of these shares, 280,701 are held directly by Masco Corporation and 2,173,913 shares are held by Masco Capital Corporation, which is a wholly-owned subsidiary of Masco Corporation.

        (4)
        Affiliates of Mr. Becker are limited partners in Heartland.

        (5)
        For Messrs. Becker,Benson, Brooks, Cohen, Gabrys, Miller, Sherbin, ZeffiroValenti, Wathen, and Valenti,Zeffiro includes options to purchase 2,000, 157,516, 2,000, 1,000, 2,000, 44,000, 039,194, 217,234, 10,000, 9,000, 10,000, 73,166, 200,000, 66,666 and 200,00030,000 shares, respectively, granted under the Company's 2002 and

      2006 Long Term Equity Incentive Plan ,Plans, that are currently exercisable; and for Messrs. Benson, Brooks, Sherbin and Zeffiro, includes 11,167, 9,66719,748, 35,401, 16,728 and 12,00023,900 restricted shares of common stock, respectively, awarded under the 2006 Long Term Equity Incentive Plan, restrictions lapse as to one-third (1/3) of the number of granted shares on each anniversary date of the grant.

      Plan.

    (6)(5)
    Entities affiliated with Mr. Valenti are members of Heartland Additional Commitment Fund, LLC which is a limited partner of Heartland.

    (7)(6)
    Except for Mr. Valenti, each director, nominee director and named executive officer, owns less than one percent of the outstanding shares of the Company's common stock.

    (8)
    Tinicum Lantern II L.L.C. is the general partner each of Tinicum Capital Partners II, L.P. ("TCP II") and Tinicum Capital Partners II Parallel Fund, L.P. (the "Parallel Fund"), and the managing member of Tinicum Capital Partners II Executive Fund L.L.C. (the "Executive Fund") with respect to the shares held by each. Of these shares, 1,856,394 shares are held by TCP II, 9,656 shares are held by the Parallel Fund and 5,550 shares are held by the Executive Fund.

    (9)(7)
    As of the Record Date, Messrs. Beard Autry, Paulsen and Schwartz are excluded herein, based on their resignation dates of January 13, 2009 April 11, 2008, June 19, 2008 and March 4, 2009, respectively.


    SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

            Section 16(a) of the Exchange Act requires our directors, officers and 10% shareholders (if any) to file reports of ownership and changes in ownership with respect to our securities with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers and greater than 10% shareholders regarding the necessity of filing reports. Based on our review, the Company believes that all of its officers, directors and greater than 10% shareholders complied with all Section 16(a) applicable filing requirements for 2009 with respect to the Company.

    Executive Officers

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

    Name
    		 Age Title

    David M. Wathen(1)

    		  5657 Director, President and Chief Executive Officer

    A. Mark Zeffiro

    		  4344 Chief Financial Officer

    Lynn A. Brooks

    		  56 President, President—Packaging Systems Group

    Edward L. Schwartz(2)

    Joshua A. Sherbin    		  47Executive Vice President

    Joshua A. Sherbin

    		46 Vice President, General Counsel and Corporate Secretary

    Robert J. Zalupski

    		  5051 Vice President Finance, Corporate Development and Treasurer
    (1)
    Appointed January 13, 2009, replacing Grant H. Beard who resigned on that same date.

    (2)
    Resigned March 4, 2009

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

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


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

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


            Joshua A. Sherbin.    Mr. Sherbin was appointed the Company's General Counsel and Corporate Secretary in March 2005, and Vice President 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 Butzel Long's general business practice.

            Robert J. Zalupski.    Mr. Zalupski was appointed the Company's Vice President, Finance and Treasurer in January 2003. He joined the Company as Director of Finance and Treasury in July 2002, prior to which he worked in the Detroit office of Arthur Andersen. From August 1996 through November 2001, Mr. Zalupski was a partner in the audit and business advisory services practice of Arthur Andersen providing audit, business consulting, and risk management services to both public and privately held companies in the manufacturing, defense and automotive industries. Prior to August 1996, Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately held clients in a variety of industries.


    TRANSACTIONS WITH RELATED PERSONS

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

            Pursuant to its written charter, the Audit Committee is responsible for reviewing reports and disclosures of insider and affiliated party transactions and monitoring compliance with the Company's written Code of Ethics and Business Conduct, which requires employees to disclose in writing any outside activities, financial interests, relationships or other situations that do or may involve a conflict of interest or that present the appearance of impropriety.

            Pursuant to the written charter of the Corporate Governance and Nominating Committee and the written Corporate Governance Guidelines, members of the Board of Directors must properly notify the President and Chief Executive Officer and the Chairman of the Corporate Governance and Nominating Committee if any actual or potential conflict or interest arises between the Company and such member. After notification, the Board of Directors will evaluate and resolve the matter in the best interest of the Company upon recommendation of the Corporate Governance and Nominating Committee.

            It is also the Company's unwritten policy, which policy is not otherwise evidenced, that the Audit Committee review and approve all transactions (other than those that are de minimis in nature) in which the Company participates and in which any related person has or will have a direct or indirect material interest. In reviewing and approving such transactions, the Audit Committee obtains all information it believes to be relevant to a review and approval of the transaction. After consideration of the relevant information, the Audit Committee approves only those related person transactions that are determined not to be inconsistent with the best interests of the Company.

            In addition, the Company's credit facility and the indenture governing the Company's senior subordinated notes contain covenants that restrict the Company's ability to engage in transactions that are at prices and on terms and conditions not less favorable to the Company than could be obtained at an arm's-length basis from unrelated parties are allowed.parties. Such covenants influence the Company's policy for review, approval and ratification of transactions with related parties.


    Metaldyne Corporation

            In connection with the Company's reorganization in June 2002, the Company assumed approximately $37.0 million of liabilities and obligations of Metaldyne Corporation ("Metaldyne"), mainly comprised of contractual obligations to former Company employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments made on the Company's



    behalf. The remaining contractual obligations to Metaldyne of approximately $6.0 million and $5.8 million at December 31, 2009 and 2008, respectively, are now reportedclassified as accrued liabilities in the Company's consolidated balance sheet and were approximately $5.8 million at December 31, 2008.sheet.

            On January 11, 2007, Metaldyne merged into a subsidiary of Asahi Tec Corporation ("Asahi") whereby Metaldyne became a wholly-owned subsidiary of Asahi. In connection with the consummation of the merger, Metaldyne distributed the 4,825,587 shares of the Company's common stock that it owned on a pro rata basis to the holders of Metaldyne's common stock at the time of such dividend.distribution. As a result of the merger, Metaldyne and the Company are no longer related parties. In addition, as a result of the merger, it has been asserted that Metaldyne may be obligated to accelerate funding and payment of actuarially determined amounts owing to seven former Metaldyne executives under a supplemental executive retirement plan ("SERP"). Under the stock purchase agreement between Metaldyne and Heartland, the Company is required to reimburse Metaldyne, when billed, for its allocated portion of the amounts due to certain Metaldyne SERP participants, as defined. At December 31, 2009, TriMas has accrued an estimated liability to Metaldyne on its reported balance sheet of approximately $4.9 million (included in the remaining $6.0 million of contractual obligations above). However, if Metaldyne is required to accelerate funding of the SERP liability, the Company may be obligated to reimburse Metaldyne up to approximately $7.3 million, which could result in future charges to the Company's statement of operations of up to $2.4 million. The Company continues to review the validity of these assertions.

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

            Subject to certain limited exceptions, Metaldyne and TriMasthe Company retained separate liabilities associated with the respective businesses.businesses following the reorganization in June 2002. Accordingly, the Company will indemnify and hold Metaldyne harmless from all liabilities associated with the Company and its subsidiaries and the respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold harmless Heartland and the Company harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding the Company and its subsidiaries) and their respective operations and assets, whenever conducted. In addition, the Company agreed with Metaldyne to indemnify one another for its allocated share (57.99% in the case of Metaldyne and 42.01%(42.01% in the case of the Company)Company and 57.99% in the case of Metaldyne) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible.

    Heartland Industrial Partners

    Initial Public Offering

            On May 17, 2007, the Company completed an initial public offering which benefited all of the Company's pre-offering shareholders, and its officers and directors due principally to the creation of a public market for the Company's common stock. Upon the consummation of the offering, Heartland retained control of approximately 45.2% of the Company's voting stock and in accordance with the Shareholders Agreement discussed below, it continues to be able to elect a majority of the Company's Board of Directors and to effectively control the Company. Disclosure of Heartland's ownership is described under "Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters."


    Shareholders Agreement

            Heartland, Masco Capital Corporation, and other investors are parties to a shareholders agreement regarding their ownership of the Company's common stock (the "Shareholders Agreement"). The Shareholders Agreement provides that the parties will vote their shares of common stock in order to cause the election to the Board of Directors of such number of Directors as shall constitute a majority of the Board of Directors as designated by Heartland. There are no arrangements or understandings between any of the Company's directors on the one hand and Heartland on the other hand pursuant to which a director was selected. The Shareholders Agreement also provides that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of the Company, Heartland has the right to require the other shareholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control.


    Advisory Services Agreement

            The Company and Heartland are party to an advisory services agreement, pursuant to which Heartland is reimbursed for certain of its expenses and may continue to earn a fee not to exceed 1.0% of the transaction value for services provided in connection with certain future financings, acquisitions and divestitures by the Company, in each case subject to the approval by the disinterested members of the Company's Board of Directors. During 2009, Heartland is also entitled tocharged the Company approximately $2.9 million for services rendered in connection with the Company's debt refinancing activities and $0.1 million for reimbursement of its expenses undernormal-course operating expenses. Pursuant to the advisory services agreement. Foragreement, the year ended December 31, 2008,Company reimbursed Heartland did not receive any payment for such fees under this agreement, but did receive reimbursement$773,000 in 2009 for expenses, $591,500 of which was a pass through of third party recruiting fees and expenses recorded in 2008 in connection with the amounthiring of $147,754.Mr. Wathen in 2009.

    Management Rights Agreement

            The Company has entered into an agreement with Heartland granting certain rights to consult with management and receive information about the Company and to consult with the Company on significant matters so long as Heartland continues to own any of the Company's securities. Heartland has the right to attend Board meetings as an observer if they no longer have the right to designate one or more members of the Board. Heartland must maintain the confidentiality of any material non-public information it receives in connection with the foregoing rights. Heartland will not be paid any fees or receive any compensation or expense reimbursement pursuant to this agreement.

    Relationships with Heartland

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


    Section 16(a) Beneficial Ownership Reporting Compliance

            Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)") requires the Company's directors and certain officers, and persons who own more than ten percent of a registered class of its equity securities ("10% Stockholders"), to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. The SEC requires officers, directors and 10% Stockholders to furnish the Company with copies of all Forms 3, 4, and 5 they file.

            Based solely on its review of the copies of such reports furnished to the Company and written representations that no other reports were required to be filed during the fiscal year ended December 31, 2008, the Company believes that its certain officers, directors and 10% Stockholders have complied with all Section 16(a) filing requirements applicable to them, except that Messrs. Autry, Beard, Brooks, Newcom, Paulsen, Schwartz, Sherbin and Zalupski each filed one (1) late Form 4 and A. Mark Zeffiro filed one (1) late Form 3.


    EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
    Compensation Discussion and Analysis Overview

    Overview of Compensation Program

            The Compensation Committee composedand management evaluated and set 2009 executive compensation in the context of three independent directorsthe Company's performance, the current global economic recession and the widespread concern over executive pay. Realizing there were many market-related forces beyond the Company's control, the Company focused on matters which it could control—Company cost structure, working capital management, cycle times and prudent deployment of capital. As a result of these actions, the Company exited 2009 as a leaner and stronger company. In 2009, despite a 20.7% decline in compliancesales as compared to 2008, and decline in income from continuing operations, the Company reduced costs, working capital, capital expenditures and interest expense and generated free cash flow of $115.5 million.

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

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

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

      •
      The roles of our Compensation Committee of the Board and management in the executive compensation programprocess;

      •
      The key components of the executive compensation program; and

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

            Throughout this Proxy Statement, the term "Named Executive Officers" ("NEOs") means: (1) the President and CEO, David M. Wathen; (2) the Chief Financial Officer, A. Mark Zeffiro; (3) the President of our Packaging Systems business, Lynn A. Brooks; (4) the President of our Cequent Performance Products business, Thomas M. Benson; and (5) the Vice President, General Counsel and Corporate Secretary, Joshua A. Sherbin. This Proxy Statement also includes compensation information for two executives who separated from the Company in 2009, Mr. Grant H. Beard, the Company's former President and CEO, and Mr. Edward L. Schwartz, the Company's former Executive Vice President, and received certain separation payments during 2009.

    Philosophy and Objectives

            Our executive compensation philosophy is to motivate and reward executives who achieve short-term and long-term corporate and financial objectives leading to the success of the Company. Our Compensation Committee worked closely with the Company's leadership team and particularly Mr. Wathen, who joined the Company as President and CEO in January 2009, to refine the short-term incentive structure and more clearly articulate the objectives of the equity-based compensation provided to executives. We will continue to emphasize performance-based compensation for results that are consistent with shareholder interests. The main objectives underlying this philosophy are:

      •
      Compensation must be competitive in order to attract, retain and motivate talented executives—data from peer group companies are taken into consideration when analyzing our compensation practices;

      •
      Compensation should have a meaningful performance component—a portion of an executive's total compensation opportunity is linked to predefined short-term and long-term corporate and financial objectives along with an executive's individual performance. Our Compensation Committee believes that the proportion of total compensation that is variable should increase as an employee's level of responsibility increases; and

      •
      Compensation must include equity-based elements to encourage executives to have an ownership interest in the Company.

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

    Role of the Compensation Committee

            The Board-designed governance process expressly delegates to the Compensation Committee the responsibility to determine and approve the President and CEO's compensation, as well as to make all decisions regarding compensation for the NEOs.

            The Compensation Committee is composed of independent directors, none of whom derives a personal benefit from the compensation decisions the Compensation Committee makes. The role of the Committee is to oversee compensation and benefit plans and policies, review and approve equity grants and administer share-based plans, and review and approve annually all compensation decisions



    relating to the Company's directors and executive officers, including the President and Chief Executive Officer and the Chief Financial Officer and the other executive officers named in the "Summary Compensation Table" (the "NEOs" or "named executive officers").NEOs. The Committee's charter reflects such responsibilities and is available on the Company's website,www.trimascorp.com,, in the Corporate Governance section of the Investors page. The Committee last reviewed and updated its charter in August 2008.on October 29, 2009.

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

            The Compensation Committee also retainedemploys an outside consulting firm, Hewitt Associates LLC ("Hewitt") to advise the Compensation Committee on various executive compensation matters, including current compensation trends. Hewitt also provides objective recommendations as its independent outside consultant forto the design of our executive and director compensation matters. In this capacity,program. Hewitt reports directly to the Compensation Committee. Use of this outside consultant is an important component of the compensation setting process, as it enables the Compensation Committee to make informed decisions based on market data and as necessary communicates separatelypractices. The representative from Hewitt telephonically attends Compensation Committee meetings, meets with Compensation Committee members in executive session and consults with the Committee without management present. Hewitt's scope of activities on behalfmembers as required and provides input with regard to the CEO's compensation and performance.

            Hewitt has served as the Compensation Committee's outside consultant since 2007 and is considered to be an independent consultant. Hewitt has no affiliations with any of the Committee during 2008 included, amongNamed Executive Officers or members of the Board other items, competitive benchmarking analyses for executivesthan in its role as an outside consultant. Hewitt does not provide any other services to the Company. All work performed by Hewitt requires pre-approval by the Chair of the Compensation Committee.

            During 2009, Hewitt's consulting related primarily to the Company's revision of the incentive compensation structure, evaluation and outside directors, assistance with annual and long-term incentive plan design, providing assistance to management as it develops proposalsmodification of the Company's strategic compensation peer group, compensation structure for the Committee's review,President and CEO, strategy regarding long term equity compensation, and design of certain compensation related policies, including with respect to considerationthe implementation of share ownership guidelines and a recoupment policy, as well as consultingpolicy. During 2009, we paid Hewitt approximately $90,620 for advising the Compensation Committee on executive compensation matters.


    Compensation and Peer Group Assessment

            Each component of executive compensation (see "Compensation Components" below) is compared, measured and evaluated against a peer group of companies. The Compensation Committee approves the peer group and periodically reviews and updates the companies included in that group. In 2009, the Compensation Committee, together with Hewitt and management, reviewed the Committee and with management on technical considerations relative to all aspectscomposition of the Company's executive compensation program.strategic peer group.

    Compensation Philosophy for Named Executive Officers

            The Committee seeks to ensure that total compensation paid        With respect to the Company's named executive officers is fair, reasonableprevious strategic peer group,(1) the review concluded that the group lacked sufficient representation of key segment peer companies and competitive. Total annual compensation of named executive officers consists of base salary, annual cash incentive awards, long-term incentive compensationdid not adequately reflect the market that the Company looked to for competitive talent. In revising the strategic peer group, Hewitt, the Compensation Committee and certain other benefits (including retirementmanagement considered companies in the same or similar Global Industry Classification Standard categories as the Company and welfare benefits and perquisites).that were roughly comparable in size to the Company. The Company also has various deferred compensation arrangementsidentified companies within this indentified grouping with which it competes for its named executive officers.

    customers, market share or talent. The Compensation Committee recognizes the importance of maintaining sound principles for the development and administration of compensation and benefit programs, including maintaining strong links between executive pay and performance. The Committee believes that compensation paid to named executive officers should be closely aligned with the performanceapproved revised strategic peer group is made up of the Company on both a short-term and long-term basis, and that such compensation should assistfollowing 25 companies:

    (1)
    In 2008, the Company in attracting, retaining, motivating and rewarding key executives critical to its long-term success. In addition, the Committee believes that the proportion of total compensation that is (i) performance-based compensation, (ii) long-term compensation subject to vesting, and (iii) share-based compensation should increase as an employee's level of responsibility increases.

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

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



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

    Peer Group Analyses

            To establish an ongoing executive pay structure as a publicly-traded company, the Committee asked Hewitt to benchmark pay for the Company's top officers. In so doing,considered data from two peer groups were used: (i) a "strategic"as compensation benchmark comparators. The strategic peer group identified by the Committee and the Company's management, and (ii) aincluded 15 U.S. based companies engaged primarily in manufacturing diversified products. The second peer group was comprised generally of industrial manufacturing companies who participated in Hewitt's executive payTotal Compensation Measurement database in 2007. These two groups are referred to together as the "Current Peer Groups."

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

    Actuant Corporation GenCorpGardner Denver Kaydon CorporationRoper Industries Inc.
    Ametek, Inc.GenCorp. Inc.Silgan Holdings
    Aptar Graco, Inc. Roper IndustriesStoneridge Inc.
    Carlisle CompaniesBWAY Holding Co. Greif, Inc. Sequa CorporationTeleflex Inc.
    Crane Co.Harsco CorporationSPX Corporation
    Donaldson CompanyCarlisle Companies IDEX Corporation Teleflex IncorporatedThor
    Crane Co.Kaydon CorporationTransdigm Group
    Donaldson CompanyKennametalWinnebago Industries
    Drew IndustriesLufkin Industries
    EnProRobbins & Meyers

            Fiscal year 20062008 revenues for these peer companies ranged from $404$511 million to $4.3$3.7 billion, with a median of approximately $1.8$1.5 billion. Based on the Company's 20072008 revenue of approximately $1.0 billion, regression analysis (based on revenues) was used to determine size-adjusted market median pay levels. All data relied upon with respect to the strategic peer group was based upon SEC filings for fiscal year 2008.

            Twelve of the year ended December 31, 2006. For 2008,25 companies in the Committee continuedrevised strategic peer group were part of the Company's prior strategic peer group. Two companies from the prior strategic peer group (Harsco Corporation and SPX Corporation) were excluded due to rely ondisparity in size as compared to the benchmarking analysis conducted in 2007 with respectCompany and one (Sequa Corporation) is no longer a separate reporting company. As noted above, the companies added to the strategic peer group.

            The secondgroup are engaged in industries similar to the Company, are comparable in size to the Company and more accurately reflect the market the Company assesses for its managerial and executive employees. With the realignment and expansion of the strategic peer group, used to provide an additional perspective on market pay levels isthe Compensation Committee determined as unnecessary further consideration of a secondary peer group comprised of the following companies:

    A.O. Smith Corporation

    		Donaldson CompanySauer-Danfoss Inc.

    Albemarle Corporation

    		Graco, Inc.Sensient Technologies Corporation

    Brady Corporation

    		Hubbell Inc.Valmont Industries

    Cameron International

    		Joy Global Inc.W.R. Grace & Co.

    Cleveland-Cliffs

    		Kaydon CorporationWalter Industries

    Corn Products International Inc.

    		Milacron Inc.Woodward Governor Company

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


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

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

            In general, the Compensation Committee's objective is to set target compensation levels at market median with an opportunity to earn above-marketabove market awards when shareholders have received above-marketabove market returns. However, the Compensation Committee recognizes that it may occasionally need to set and pay target compensation above this range whendepending on the circumstances warrant (for example, to address specific individual hiring or retention issues).

    Compensation Components

            The material elements of the Company's executive compensation package in 20082009 were as follows:

            Base Salary.    Base salaries for the Company's named executive officers wereare established based on the scope of their responsibilities and their prior relevant background, training, and experience, and taking into account competitive market pay levels. The Committee believes that executive base salaries should generally be competitive with the salaries for executives in similar positions and with similar responsibilities in the companies of similar size represented in the compensation data reviewed. Consistent with the Company's policy of setting compensation levels that reflect, among other things, an executive's level of responsibility, the President and Chief Executive Officer's salary and total compensation reflect the scope of his responsibilities and the benchmark compensation data evaluated. The Company believes that providing competitive salaries allows the Company to attract and retain talented executives. An executive's base salary is also evaluated together with other components of the executive's other compensation to ensure that the executive's total compensation is in line with the Company's overall compensation philosophy.

            Base salaries are reviewed annually and adjusted from time to time to realign with market levels after taking into consideration individual responsibilities, performance and experience.

            For fiscal year 2008, the Committee maintained the base pay for Mr. Beard at $875,000, the same level it had been since 2004. Coincident with Mr. Beard's resignation from the Company on January 13, 2009, the Company hired Mr. David Wathen as his successor. The Committee established Mr. Wathen's annual salary at $675,000. The Committee evaluated market data and sought Hewitt's input in establishing Mr. Wathen's base pay at $675,000, maintaining its philosophy that a significant component of an executive's overall targeted compensation bepay.

            Based on the economic uncertainty in the form of incentive compensation,economy and further emphasizing the role of equity based compensation.

            In 2008, Mr. Schwartz received a 6.6 percent increase as compared to fiscal year 2007 in recognition of his expanded role as the Company's Executive Vice President. Mr. Schwartz resigned fromat the Company on March 4, 2009. Mr. Brooks and Mr. Sherbin received increases of 2.9 percent and 4.4 percent, respectively, as compared to fiscal year 2007. Messrs. Autry and Paulsen, who resigned fromin 2009, the Company on April 11, 2008implemented various tactics to improve profit and June 19, 2008, respectively,productivity such as headcount reductions, a salaried hiring freeze, deferral of merit increases and 401(k) matching contributions, and staffing furloughs. Further to these actions, the NEOs did not receive merit base pay increases in 2008. The changes were in keeping with market median data. Base pay increases were effective as of July 1, 2008. Base pay changes2009.

            Based on continued operational improvement and individual performance, the Compensation Committee approved on February 26, 2010, 2010 annual base salaries for 2008 were evaluated with reference to the Current Peer Groups.


            Annual Value Creation Plan.    The Company offers thefollowing named executive officers, cash compensation through its Annual Value Creationwith effect from July 1, 2010: President, Chief Executive Officer—$691,875; Chief Financial Officer $400,000; President, Packaging Systems—$430,500; and Vice President, General Counsel and Corporate Secretary—$370,000. Management will review the 2010 base salary for Mr. Benson, the President, Cequent Performance Products, prior to July 1, 2010.

    2009 TriMas Incentive Compensation Plan which provides incentives

            In 2009, the Company employed a redesigned annual incentive plan, known as the TriMas Incentive Compensation Plan to achieve specified corporate and personal performance targets. Employees are selected to participate in the Annual Value Creation Plan basedfocus on their ability to significantly impact the Company's annual operating results. The Company structured the Annual Value Creation Plan so that it is taxablea broader array of key business metrics tied to the executive officers atcritical objectives of the time payments are madeCompany. The Incentive Compensation Plan applies Company-wide indicators to them.

            TheCompany employees with corporate-wide responsibility, including the President and Chief Executive Officer, Chief Financial Officer and Vice President, of Human Resources (which, with the elimination of this position in 2008, became the responsibility of the Vice President, General Counsel and Secretary) present to the Committee for its ultimate approval recommended corporate and personal performance targets for each plan participant. In recommending and approvingCorporate Secretary. Incentive Compensation Plan participants with business unit level responsibility are assessed on metrics that evaluate solely the performance objectives,of the participant's business unit.


            The following key metrics on a Company-wide basis and their relative weighted payment under the 2009 TriMas Incentive Compensation Plan applied to employees with Company-wide responsibility: