Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2021, the Board of Directors of TriMas Corporation (the “Corporation”), as part of its ongoing review of the Corporation’s executive compensation program, approved changes to the Corporation’s previously adopted Executive Severance / Change of Control Policy (the “Severance Policy”), subject to, in the case of Mr. Thomas A. Amato, the Corporation’s current Chief Executive Officer ("Mr. Amato"), Mr. Amato's written consent. Mr. Amato consented to the changes effective August 11, 2021. The updated Severance Policy is now titled the Executive Severance / Change in Control Policy (the "Updated Severance Policy").
The Updated Severance Policy was revised for consistency with market practice. The material changes reflected by the Updated Severance Policy are summarized below:
•Update to the group of officers covered by the Severance Policy (including to remove Robert Zalupski and Joshua Sherbin, and to include Chief Financial Officer Scott Mell). Mr. Amato continues to be a Tier I participant under the Updated Severance Policy;
•Increase in the Tier II severance multiple for a Change in Control termination from 12 months (1x) to 18 months (1.5x);
•Addition of a new Tier III class for participants with Change in Control and non-Change in Control severance multiples of 12 months (1x) each;
•Clarification that bonuses earned by service through year-end that have not yet been “declared” by the Compensation Committee at the time of termination will still be paid under the Updated Severance Policy once determined by the Compensation Committee;
•Removal of provisions regarding the treatment of equity awards, instead deferring or defaulting to the terms and conditions of the equity awards themselves under the applicable equity plans and award agreements;
•Clarification that a participant’s COBRA health care benefits will be treated as taxable benefits for such participant;
•Elimination of outplacement services to terminated participants; and
•Clarification that, regarding the Corporation’s Chief Executive Officer, ceasing to serve as the Chief Executive Officer of a public company after a Change in Control of the Corporation will trigger his or her “Good Reason” rights under the Updated Severance Policy (but such Good Reason termination by the Chief Executive Officer may not occur until at least 90 days after the Change in Control).
The description of the Updated Severance Policy above is qualified in its entirety by reference to the form attached hereto and filed herewith as Exhibit 10.1.