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Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024, the Company's disclosure controls and procedures were effective to provide reasonable assurance that they would meet their objectives.
−Removed: We completed the acquisitions of Weldmac Manufacturing Company (“Weldmac”) in April 2023 and Aarts Packaging B.V.
−Removed: ("Aarts") in February 2023, and have not yet included Weldmac or Aarts in our assessment of the effectiveness of our internal control over financial reporting.
−Removed: 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 Weldmac or Aarts.
−Removed: For fiscal 2023, Weldmac and Aarts accounted for $26.6 million and $23.6 million of our total net sales, respectively, and as of December 31, 2023, had total assets of $44.1 million and $54.6 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, 2024.
−Removed: Management's assessment of internal control over financial reporting as of December 31, 2023 excludes internal control over financial reporting related to Weldmac (acquired in April 2023) and Aarts (acquired in February 2023), which accounted for $26.6 million and $23.6 million of our total net sales, respectively, and as of December 31, 2023, had total assets of $44.1 million and $54.6 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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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, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements and financial statement schedule.
−Removed: 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 Aarts Packaging B.V.
−Removed: (“Aarts”) and Weldmac Manufacturing Company (“Weldmac”), which were acquired in February and April 2023, respectively, and whose financial statements accounted for $54.6 million and $44.1 million of total assets, respectively, and $23.6 million and $26.6 million of total net sales, respectively, of the consolidated financial statements amounts as of and for the year ended December 31, 2023.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Aarts or Weldmac.
Basis for Opinion
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Information regarding our executive officers is included in Part I of this Form 10-K under the heading " Information about our Executive Officers.
−Removed: The Company's Code of Ethics and Business Conduct is applicable to its directors, officers and employees.
−Removed: The Code of Ethics and Business Conduct is available on the "Investors" portion of the Company's website under the "Corporate Governance" link.
+Added: The Company's Code of Conduct is applicable to its directors, officers and employees.
+Added: The Code of Conduct is available on the "Investors" portion of the Company's website under the "Corporate Governance" link.
The Company's website address is www.trimas.com.
+Added: The Company has adopted an insider trading policy applicable to our directors, officers and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the applicable Nasdaq listing standards.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The information required by this item is incorporated by reference from our definitive proxy statement for the 2025 Annual Meeting of Shareholders.
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10.7 Replacement Facility Amendment, dated as September 20, 2017, among TriMas Company LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 20, 2017.**
−Removed: 10.8 Flexible Cash Allowance Policy, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 10, 2009.*
10.8 TriMas Corporation 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2017.*
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Amato dated July 23, 2016, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 27, 2016.
−Removed: 10.12 Form of Performance Stock Units Agreement - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2021.*
−Removed: 10.13 Form of Restricted Stock Units Agreement - (Three Year Vest) - 2021 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2021.*
10.11 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, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021.**
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10.15 Form of Restricted Stock Units Agreement (Three-Year Vest) - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022.*
−Removed: 10.19 Form of Restricted Stock Units Agreement (Board o f Directors) (One-Year Vest) - 2022 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022.*
10.16 Form of Performance Stock Units Agreement - 2023 LTI - under the 2017 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023.*
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10.20 Seventh Amendment to the Credit Agreement, dated as of April 7, 2023, by and among TriMas Corporation, TriMas Company LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, and the various lenders from time to time thereto, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2023.**
+Added: 10.21 Form of Performance Stock Units Agreement - 2024 LTI - under the 2023 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024.*
+Added: 10.22 Form of Restricted Stock Units Agreement (Three-Year Ratable Vest) - 2024 LTI - under the 2023 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024.*
+Added: 10.23 Form of Restricted Stock Units Agreement (Board of Directors) (One-Year Vest) - 2024 LTI - under the 2023 Equity and Incentive Compensation Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024.*
+Added: 19.1 Federal Securities Law Compliance Program.
21.1 TriMas Corporation Subsidiary List.
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
−Removed: 97 Compensation Clawback Policy
+Added: 97 Compensation Clawback Policy, incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K filed on February 29, 2024.
101 The following materials from TriMas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 , formatted in Inline XBRL (eXtensible Business Reporting Language):
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Mell (Principal Financial Officer and Principal Accounting Officer)
−Removed: /s/ SAMUEL VALENTI III Chairman of the Board of Directors February 29, 2024
−Removed: Samuel Valenti III
+Added: /s/ HERBERT K.
+Added: PARKER Chairman of the Board of Directors February 27, 2025
BOEHNE Director February 27, 2025
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GREENE Director February 27, 2025
−Removed: /s/ HERBERT K.
−Removed: PARKER Director February 29, 2024
STANAGE Director February 27, 2025
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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.