Herbert Parker
TRIMASAbout Herbert K. Parker
Independent Chairman of the Board and Audit Committee Chair at TriMas. Age 66; director since 2015 (≈10 years of service as of 2025). Former EVP & CFO of Harman International and senior finance executive at ABB; designated by the Board as an “audit committee financial expert.” Current public company directorships include Apogee Enterprises, nVent Electric plc, and American Axle & Manufacturing Holdings, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harman International Industries, Inc. | Executive Vice President – Operational Excellence | Jan 2015 – Mar 2017 | Operational performance oversight; restructuring and realignment expertise |
| Harman International Industries, Inc. | EVP & Chief Financial Officer | Jun 2008 – Jan 2015 | Public company financial reporting, SOX compliance |
| ABB Ltd (ABB Group) | CFO, Global Automation Division | 2002 – 2005 | Global finance leadership |
| ABB Ltd (ABB Group) | CFO, Americas Region | 2006 – 2008 | Regional finance leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Apogee Enterprises, Inc. | Director | Current | Public company board |
| nVent Electric plc | Director | Current | Public company board |
| American Axle & Manufacturing Holdings, Inc. | Director | Current | Public company board |
| TMS International Corporation | Director | Former | Public company board (former) |
Board Governance
- Current TRS roles: Independent Chairman of the Board (appointed effective May 14, 2024) and Audit Committee Chair
- Independence: Board determined Mr. Parker is independent under Nasdaq and Company guidelines
- Committees (2025 proxy year): Audit Committee (Chair); committee is fully independent; Mr. Parker designated an audit committee financial expert
- Board/committee activity and attendance: 2024 held 20 Board meetings; 8 Audit, 5 Compensation, 4 Governance & Nominating. All directors attended at least 75% of aggregate Board/committee meetings and attended the 2024 Annual Meeting
- Executive sessions: Regular independent director executive sessions without management
- Compensation advisor: Meridian Compensation Partners retained as independent advisor on director and executive compensation
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 120,000 | 182,912 (includes pro‑rated Chairman retainer; Audit Chair fee embedded) |
| Stock Awards ($) | 99,974 | 99,991 |
| Total ($) | 219,974 | 282,903 |
- 2024 director cash structure: $100,000 base retainer; additional annual retainers—Board Chair $100,000 (pro‑rated for Mr. Parker in 2024), Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $10,000 .
Performance Compensation
Directors receive annual time‑based RSUs; no options or performance‑vested director awards outstanding.
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | Vesting | RSUs Outstanding (12/31/2024) |
|---|---|---|---|---|---|
| Mar 11, 2023 | Service‑based RSUs | 3,445 | $99,974 | Generally vest 1 year from grant | — (table reflects year‑end 2023 count) |
| Mar 14, 2024 | Service‑based RSUs | 4,068 | $99,991 | Generally vest 1 year from grant | 4,068 |
- As of Dec 31, 2024, non‑employee directors held RSUs only; no stock options outstanding .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Apogee Enterprises, Inc.; nVent Electric plc; American Axle & Manufacturing Holdings, Inc. |
| Prior public boards | TMS International Corporation |
| Interlocks / related parties | The 2025 proxy describes related‑party review policies; the excerpts reviewed do not enumerate any related‑person transactions involving Mr. Parker . |
Expertise & Qualifications
- Financial reporting, accounting, SOX compliance; M&A (acquisitions/divestitures); capital allocation; restructuring; risk oversight; international operations
- Audit Committee Financial Expert (SEC definition)
- Independent board leadership experience as TRS Chairman
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 69,909 |
| % of Shares Outstanding | ~0.172% (69,909 / 40,716,445; calculation based on record-date SO) |
| RSUs Outstanding (12/31/2024) | 4,068 |
| Stock Options | None (directors held no options as of 12/31/2024) |
| Hedging/Pledging | Directors are prohibited from hedging, short sales or pledging Company stock |
| Ownership Guidelines | Increased in 2024 to 5x annual cash retainer within 5 years of election; additional 5 years granted to meet the higher level; all independent directors in compliance or on track as of 12/31/2024 |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting say‑on‑pay (advisory) results: For 33,371,396; Against 2,187,496; Abstain 14,412; Broker non‑votes 1,835,224
- Director elections (2025): Fielkow For 32,474,024 / Withheld 3,099,280; Shapira For 32,728,127 / Withheld 2,845,177; both elected
Governance Assessment
-
Strengths
- Independent Chair with deep finance and audit credentials; designated audit committee financial expert; leads an all‑independent Audit Committee with robust oversight disclosures .
- Clear director pay structure with modest equity component via annual RSUs; no director perquisites; independent compensation consultant (Meridian) engaged .
- Strong alignment policies: heightened 5x retainer stock ownership guideline; anti‑hedging and anti‑pledging restrictions; indemnification in place; regular independent executive sessions .
- Shareholder support signal: strong say‑on‑pay approval in 2025 (raw vote tallies above) .
-
Watch items / potential red flags
- Consolidation of oversight roles: Mr. Parker concurrently serves as Independent Chairman of the Board and Audit Committee Chair—an atypical concentration that may heighten workload and oversight centralization risk; monitor board workload distribution and succession within committees. This dual role is disclosed in the proxy and Audit Committee report .
- Multiple external public boards: Holds three other public directorships; monitor for “overboarding” perceptions under certain investor policies, especially given concurrent TRS chair and audit chair responsibilities .
- Related‑party safeguards are documented; the excerpts reviewed do not identify Parker‑specific related‑person transactions (continue to monitor future proxies and 8‑Ks) .
-
Engagement and attendance
- Board and committees were active in 2024 (20 Board meetings; 8 Audit), and all directors met at least the 75% attendance expectation and attended the 2024 annual meeting—indicative of baseline engagement .
Overall, Mr. Parker brings seasoned finance and audit oversight to TRS with independent board leadership, but his simultaneous roles as Board Chair and Audit Chair plus three outside public boards are governance concentration factors to monitor for potential overboarding and committee leadership succession planning .