What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-25 · 41 added, 56 removed, 155 unchanged (38% of the section changed)

4 unchanged sentences

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2021, the Company's disclosure controls and procedures were effective to provide reasonable assurance that they would meet their objectives.

We completed the acquisition of Affaba & Ferrari Srl ("Affaba & Ferrari") in December 2020 and have not yet included Affaba & Ferrari in our assessment of the effectiveness of our internal control over financial reporting.

Accordingly, pursuant to the SEC's general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our disclosure controls and procedures does not include Affaba & Ferrari.

For fiscal 2020, Affaba & Ferrari accounted for approximately $0.7 million of our total net sales and as of December 31, 2020 had total assets of approximately $141 million.

We completed the acquisitions of TFI Aerospace ("TFI") and Omega Plastics ("Omega") in December 2021 and have not yet included TFI and Omega in our assessment of the effectiveness of our internal control over financial reporting.

For fiscal 2021, TFI and Omega accounted for approximately $0.3 million and $0.7 million of our total net sales, respectively, and as of December 31, 2021 had total assets of approximately $19.7 million and $28.5 million, respectively.

Management's Annual Report on Internal Control Over Financial Reporting

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In order to ensure that the Company's internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of December 31, 2021.

Management's assessment of internal control over financial reporting as of December 31, 2020 excludes internal control over financial reporting related to Affaba & Ferrari (acquired in December 2020), which accounted for approximately $0.7 million of our total net sales and as of December 31, 2020 had total assets of approximately $141 million.

Management's assessment of internal control over financial reporting as of December 31, 2021 excludes internal control over financial reporting related to TFI and Omega (acquired in December 2021), which accounted for approximately $0.3 million and $0.7 million of our total net sales, respectively, and as of December 31, 2021 had total assets of approximately $19.7 million and $28.5 million, respectively.

Management's assessment was based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2020, of the Company and our report dated February 25, 2021, expressed an unqualified opinion on those financial statements and financial statement schedule.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Affaba & Ferrari Srl (“Affaba & Ferrari”), which was acquired in December 2020, whose financial statements accounted for approximately $141 million of total assets and $0.7 million of total net sales of the consolidated financial statements amounts as of and for the year ended December 31, 2020.

Accordingly, our audit did not include the internal control over financial reporting at Affaba & Ferrari.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements and financial statement schedule.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at TFI Aerospace ("TFI") and Omega Plastics ("Omega"), which were acquired in December 2021, whose financial statements accounted for approximately $19.7 million and $28.5 million of total assets, respectively, and $0.3 million and $0.7 million of total net sales, respectively of the consolidated financial statements amounts as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at TFI and Omega.

Basis for Opinion

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Detroit, Michigan

February 25, 2021

March 1, 2022

Changes in disclosure controls and procedures

1 unchanged sentence

Other Information

TriMas has proactively taken steps to focus its business portfolio, and as such has also undertaken initiatives to streamline its overall infrastructure approach.

In connection with actions taken over the past year, the Company is re-aligning its legal department.

On February 24, 2021, the Company and Joshua A.

Sherbin, the Company’s Senior Vice President, General Counsel and Chief Compliance Officer, agreed that Mr.

Sherbin will cease acting in his officer capacities effective March 5, 2021.

Sherbin will remain employed with the Company through May 11, 2021, the scheduled day of TriMas’ Annual Shareholders meeting, to offer transitional support to TriMas and its legal department as necessary.

Sherbin is a participant under the Company’s Executive Severance/Change of Control Policy, effective as of March 4, 2019 (the “Severance Policy”).

The Company and Mr.

Sherbin are expected to enter into a separation agreement (the “Agreement”) to document the terms of the compensation and benefits Mr.

Sherbin will be entitled to receive under the Severance Policy and otherwise in connection with the termination of his employment.

Sherbin’s termination of employment on May 11, 2021, he will be entitled to receive the following existing benefits under the Severance Policy:

cash severance equal to one year of his base salary plus target annual cash incentive;

one year of health care premium reimbursement;

$25,000 in lieu of outplacement services;

and payment for his annual vacation allotment.

In addition, under the Agreement, Mr.

Sherbin will receive $260,260 in lieu of continued pro-rata participation in the 2021 annual incentive program and his $25,000 annual flexible cash allowance less amounts previously paid during 2021.

Under the Agreement, Mr.

Sherbin will also receive, instead of just pro-rated vesting in his outstanding time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”), accelerated vesting at target in 19,011 PSUs and accelerated vesting in 9,979 RSUs.

All benefits under the Agreement will be subject to applicable tax withholding, and Mr.

Sherbin will adhere to certain customary non-competition and customer and employee non-solicitation obligations set forth in the Severance Policy for a period of 12 months.

Further, the payments and benefits described in the Agreement are generally contingent upon Mr.

Sherbin executing a customary release of claims in connection with his termination of employment on May 11, 2021.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Principal Accountant Fees and Services

The information required by this item is incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Shareholders.

The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ), as required by this item, is incorporated by reference from our definitive proxy statement for the 2022 Annual Meeting of Shareholders.

Exhibits and Financial Statement Schedules

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4.1(u) Indenture, dated as of September 20, 2017, among TriMas Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note).

4.2(aa) Indenture, dated as of March 29, 2021, among TriMas Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note).

4.3(y) Description of Securities of TriMas Corporation.

10.1(m) Credit Agreement, dated October 16, 2013, by and among TriMas Corporation, TriMas Company LLC and JPMorgan Chase bank, N.A., as Administrative Agent and Collateral Agent, and the various lenders from time to time thereto.

10.2 Amendment to Credit Agreement, dated November 19, 2021, by and among TriMas Corporation, TriMas Company LLC and JPMorgan Chase bank, N.A., as Administrative Agent and Collateral Agent, and the various lenders from time to time thereto.

10.3(o) Incremental Facility Agreement and Amendment dated as of October 17, 2014, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, the Incremental Tranche A Term Lenders and the other Lenders party thereto.

7 unchanged sentences

10.9(g) Flexible Cash Allowance Policy.*

10.14(j) 2011 TriMas Corporation Omnibus Incentive Compensation Plan.*

10.15(k) Amendment No.

1 to the TriMas Corporation 2011 Omnibus Incentive Compensation Plan.*

10.10(t) TriMas Corporation 2017 Equity and Incentive Compensation Plan.*

10.17(l) Executive Severance / Change of Control Policy.*

10.24(r) Form of Non-Qualified Stock Option Agreement under the 2011 Omnibus Incentive Compensation Plan.*

10.27(v) Form of Performance Stock Units Agreement (Three-Year-Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.28(v) Form of Restricted Stock Units Agreement (Three-Year Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.29(v) Form of Restricted Stock Units Agreement (Board Of Directors) (One-Year Vest) - 2018 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.11(n) 2013 Form of Indemnification Agreement.*

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10.19(z) Form of Restricted Stock Units Agreement - (Board of Directors) - 2020 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.20(bb) Form of Performance Stock Units Agreement - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.21(bb) Form of Restricted Stock Units Agreement - (Three Year Vest) - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.22(bb) Form of Restricted Stock Units Agreement - (Board of Directors) (One-Year Vest) - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan.*

10.23(bb) Separation Agreement between TriMas Corporation and Joshua A.

Sherbin dated February 26, 2021.*

10.24(aa) Second Replacement Revolving Facility Amendment, dated as of March 29, 2021, among TriMas Corporation, TriMas Company LLC, the subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and Lenders party thereto.**

10.25(cc) Separation Agreement between TriMas Corporation and Robert J.

Zalupski dated May 1, 2021.*

10.26(cc) Offer Letter between TriMas Corporation and Scott Mell dated March 15, 2021.*

10.27(dd) Executive Severance / Change in Control Policy.*

21.1 TriMas Corporation Subsidiary List.

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(i) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 18, 2015 (File No.

(j) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on April 4, 2011 (File No.

(k) Incorporated by reference to Appendix A filed with our Definitive Proxy Statement on Schedule 14A filed on April 5, 2013 (File No.

(l) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 7, 2019 (File No.

7 unchanged sentences

(u) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on September 20, 2017 (File No.

(v) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 7, 2018 (File No.

(w) Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 20, 2019 (File No.

2 unchanged sentences

(z) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on April 30, 2020 (File No.

(aa) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on March 30, 2021 (File No.

(bb) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on April 29, 2021 (File No.

(cc) Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 29, 2021 (File No.

(dd) Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on August 11, 2021 (File No.

Form 10-K Summary

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/s/ THOMAS A.

February 25, 2021 Name:

March 1, 2022 Name:

President and Chief Executive Officer

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/s/ THOMAS A.

AMATO President and Chief Executive Officer February 25, 2021

AMATO President and Chief Executive Officer March 1, 2022

Amato (Principal Executive Officer) and Director

/s/ ROBERT J.

ZALUPSKI Chief Financial Officer February 25, 2021

Zalupski (Principal Financial Officer)

SWART Vice President Business Planning, Controller and Chief Accounting Officer February 25, 2021

MELL Chief Financial Officer March 1, 2022

Mell (Principal Financial Officer)

SWART Vice President Business Planning, Controller and Chief Accounting Officer March 1, 2022

Swart (Principal Accounting Officer)

/s/ SAMUEL VALENTI III Chairman of the Board of Directors February 25, 2021

/s/ SAMUEL VALENTI III Chairman of the Board of Directors March 1, 2022

Samuel Valenti III

BOEHNE Director February 25, 2021

BOEHNE Director March 1, 2022

/s/ TERESA M.

FINLEY Director February 25, 2021

FINLEY Director March 1, 2022

/s/ JEFFREY M.

GREENE Director February 25, 2021

GREENE Director March 1, 2022

/s/ HERBERT K.

PARKER Director February 25, 2021

STANAGE Director February 25, 2021

PARKER Director March 1, 2022

STANAGE Director March 1, 2022

/s/ DANIEL P.

TREDWELL Director February 25, 2021

TREDWELL Director March 1, 2022

PURSUANT TO ITEM 15(a)(2)

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures