Not independent
Tenure on this board
0.9 yrs
9 nominees · 3 ballot items.
Elect two directors to serve until 2029; ratify Deloitte as independent auditor for 2026; approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers (Say-on-Pay).
Elect two directors (Holly M. Boehne and Herbert K. Parker) to serve until the 2029 Annual Meeting.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote (Say-on-Pay) to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory approval (Say-on-Pay) of the compensation paid to the Company’s Named Executive Officers (NEOs) as presented in the proxy. Management is asking shareholders to affirm the overall executive compensation program, which is structured to align pay with performance via a mix of base salary, short-term incentives (STI), and long-term incentives (RSUs, PSUs and inducement awards), with significant pay-at-risk tied to performance metrics such as adjusted operating profit, cash flow, Cash RONA, EPS CAGR and RTSR. The Compensation Committee describes rigorous governance: use of an independent compensation consultant, stock ownership guidelines, clawback policy, prohibition on hedging/pledging, and an annual review of peer groups. The proposal is advisory and non-binding, but the Board indicates it will consider the vote outcome in future compensation decisions. Contextual factors include substantial management changes in 2025 (CEO and CFO transitions), one-time inducement awards to the CEO (premium-priced options and RSUs), and material corporate actions (the announced divestiture of TriMas Aerospace), all of which affected 2025 compensation decisions and may shape shareholder views. The Board recommends a “FOR” vote, arguing the program is market-aligned, performance-oriented, and designed to retain key executives during transition while aligning their interests with shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BANK OF AMERICA CORP /DE/ | 10.01% | 3,586,375 | $129M |
| 2 | Allspring Global Investments Holdings, LLC | 7.00% | 2,508,555 | $91M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.00% | 2,148,045 | $77M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.96% | 1,775,312 | $64M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.41% | 1,581,339 | $57M |
| 6 | Jefferies Financial Group Inc. | 4.33% | 1,549,662 | $56M |
| 7 | MORGAN STANLEY | 3.81% | 1,363,293 | $49M |
| 8 | Permian Investment Partners, LP | 3.36% | 1,202,500 | $43M |
| 9 | BlackRock, Inc. | 3.17% | 1,135,217 | $41M |
| 10 | ADVISORY RESEARCH INC | 3.04% | 1,089,251 | $39M |
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