Adrianne Shapira
TRIMASAbout Adrianne Shapira
Adrianne W. Shapira (age 54) is nominated as a new Class I independent director of TriMas (TRS) at the May 14, 2025 Annual Meeting; if elected, her term would run to the 2028 Annual Meeting . The Board has determined she is independent under Nasdaq rules and company guidelines . Shapira’s background spans private equity brand investing (Founding Managing Director, Eurazeo Brands), luxury retail finance (CFO, David Yurman), and 13 years as a Goldman Sachs Managing Director in Equity Research covering broadlines retail .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eurazeo Brands | Founding Managing Director | 2017–2023 | Focused on consumer brands; served on boards of NEST Fragrances, Herschel Supply Company, Dewey’s Cookies, Beekman 1802 |
| David Yurman | Chief Financial Officer | 2012–2016 | Led transition from wholesale to DTC (retail/e‑commerce) |
| Goldman Sachs | Managing Director, Equity Research (Broadlines Retail) | ~13 years (prior to 2012) | Covered 27 public companies; luxury, department stores, discounters, mass retail, dollar stores, warehouse clubs, grocers |
| Robertson Stephens; Neuberger Berman | Equity Analyst | Early career | Equity research roles |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Crown Laboratories, Inc. | Director | Current | Current directorship |
| Kohl’s Corporation | Director | Current | Current public company directorship |
| The Hain Celestial Group, Inc. | Director | Former | Prior public company board |
Board Governance
- Status: New nominee; committee assignment TBD upon/after election .
- Independence: Determined independent by the Board under Nasdaq standards and Corporate Governance Guidelines .
- Attendance/Engagement: In 2024, the Board held 20 meetings; Audit 8; Compensation 5; Governance & Nominating 4. All directors serving in 2024 attended at least 75% of Board/committee meetings; Shapira was not yet on the Board in 2024 .
- Board leadership: Independent Chairman (Herbert K. Parker) and committees composed exclusively of independent directors; regular executive sessions of independent directors .
- Nomination pathway: Shapira was recommended as a director candidate by Shawn S. Sedaghat (current director and significant shareholder via Trend International/Swan Family Office) to the Governance & Nominating Committee .
Fixed Compensation (Director Pay Structure)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent director) | $100,000 | 2024 baseline retainer |
| Board Chair additional retainer | $100,000 | Pro‑rated for partial year transitions |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Governance $10,000 | 2024 structure |
| Equity grant (RSUs) | ~$100,000 grant‑date fair value | Annual grant; 1‑year service vest; 2024 grants at $99,991 and 4,068 RSUs per independent director |
| Deferral election program | Available | Directors may elect to defer cash retainer; unrestricted stock option under program; two directors deferred in 2024 |
| Perquisites | None | No perqs; expenses reimbursed; indemnification agreements in place |
Performance Compensation (Director)
| Element | Metric(s) | Vesting | Notes |
|---|---|---|---|
| RSUs (director) | None (service‑based) | Typically 1 year | Annual grants to independent directors are service‑based; no performance metrics disclosed for director equity |
Stock ownership guidelines: Increased to 5x annual cash retainer, to be achieved within five years from initial election; directors have an additional five years from the 2024 increase to comply. Unrestricted stock and service‑based RSUs count; anti‑hedging and anti‑pledging apply .
Other Directorships & Interlocks
| Relationship | Detail | Governance Signal |
|---|---|---|
| Nomination source | Recommended by director Shawn S. Sedaghat to Governance & Nominating Committee | Sedaghat is Chairman of Trend International Holding AG and controls 12.5% beneficial ownership through Trend International and Swan Family Office, indicating potential influence; Shapira remains Board‑determined independent |
| External public board | Kohl’s Corporation (retail) | No disclosed related‑party transactions with TriMas; monitor for customer/supplier overlaps; Company policy requires Audit Committee approval of any related‑party transactions |
| Private board | Crown Laboratories, Inc. | No Item 404 relationship disclosures involving Shapira; policy governs review |
Expertise & Qualifications
- Finance, accounting, and financial reporting expertise; senior leadership in brand/marketing; consumer sector investing and operating experience .
- Deep retail coverage background as Goldman Sachs MD (broadlines retail) across 27 public companies .
- Transformation experience: DTC channel build at David Yurman .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Adrianne W. Shapira | — | —% | As of Record Date (March 17, 2025), 40,716,445 shares outstanding; Shapira reported no beneficial ownership |
Policies: Directors restricted from hedging, short selling, and pledging Company stock; ownership guidelines at 5x cash retainer support alignment .
Insider Trades
| Date | Form 4 Action | Shares | Price | Remarks |
|---|---|---|---|---|
| — | — | — | — | No insider transactions disclosed for Shapira in the proxy; she held no shares as of the Record Date . |
Insider Trading Policy governs directors; Audit Committee reviews compliance .
Governance Assessment
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Strengths
- Independent nominee with robust finance, accounting, and consumer brand operating experience; complements Packaging/consumer exposure and governance emphasis on independent oversight .
- Board structure features independent Chair, independent committees, regular executive sessions, and enhanced director ownership guideline (5x retainer), promoting alignment .
-
Watch items / potential red flags
- Nomination recommended by a director who is also a controlling person of a 10%+ shareholder (Trend International) and who, together with Swan Family Office, beneficially owns ~12.5%—monitor independence in practice and related‑party safeguards; Board has affirmed her independence and maintains strict related‑party review policy .
- No personal share ownership at record date typical for a new nominee; monitor progress toward director ownership guideline (5x retainer within five years) post‑election .
- Broader context: 2024 Say‑on‑Pay approval ~85% and active leadership transitions (CEO/CFO) heighten governance scrutiny; directors are expected to oversee succession and risk management rigorously .
Overall implication: Shapira’s finance/accounting and consumer brand background should strengthen Board oversight of Packaging strategy and capital allocation; independence affirmed, but nomination origin via a major shareholder warrants ongoing monitoring of committee placement, independence in deliberations, and adherence to related‑party policies .