Holly Boehne
TRIMASAbout Holly M. Boehne
Independent director of TriMas (TRS), age 62, serving on the Board since 2020 with committee assignments on the Compensation Committee and the Governance & Nominating Committee . Former Chief Technology Officer & SVP at Andersen Corporation (2009–2019), with prior operating roles at Ecolab and The Pillsbury Company; skill set spans strategy, innovation, technology, global supply chain, operational excellence, talent development and risk management . The Board has determined she is independent under Nasdaq standards and the Company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Andersen Corporation | Chief Technology Officer & Senior Vice President | 2009–2019 | Led innovation and product platforms, supply chain optimization, quality systems, and continuous improvement |
| Ecolab Inc. | Positions of increasing responsibility | Not disclosed | Operating leadership experience |
| The Pillsbury Company | Positions of increasing responsibility | Not disclosed | Operating leadership experience |
External Roles
| Organization | Role | Public/Private | Committees / Notes |
|---|---|---|---|
| Prometheus Group, Inc. | Director (Current) | Not disclosed | Listed as current directorship in TRS proxy; no committees disclosed |
Board Governance
- Committee assignments: Compensation Committee; Governance & Nominating Committee (not a chair) .
- Independence: Board-determined independent director under Nasdaq rules and Company guidelines .
- Attendance: All directors attended at least 75% of aggregate Board/committee meetings in 2024; Board held 20 meetings; Audit 8, Compensation 5, Governance & Nominating 4 .
- Board leadership: Independent Chair; committees composed exclusively of independent directors; regular independent executive sessions; hedging/pledging of Company stock prohibited for directors .
- Compensation Committee interlocks: Boehne served on the Compensation Committee in 2024; no relationships requiring Item 404 disclosure for any 2024 Compensation Committee member .
- Related-party framework: Audit Committee reviews and approves related-person transactions; policy and controls described (no Boehne-specific related party transactions disclosed) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard retainer for independent directors serving all of 2024 |
| Committee chair fees | $0 | Chairs receive: Board $100,000; Audit $20,000; Compensation $15,000; Governance $10,000; Boehne not a chair |
| Meeting fees | $0 | No separate meeting fees disclosed for directors |
| Deferral election | Elected to defer 100% of 2024 cash fees | Via director retainer share election program |
| Perquisites | None | Company reimburses reasonable expenses only |
| Indemnification | Standard director indemnification agreement | Company has entered into indemnification agreements with each director |
Performance Compensation (Director)
| Equity Vehicle | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | 03/14/2024 | 4,068 | $99,991 | Generally vests after one year, service-based (not performance-based) |
Directors at TRS receive time-based RSUs, not performance-vested awards; no financial metrics are tied to director equity compensation .
Other Directorships & Interlocks
| Company | Type | Relationship / Risk Considerations |
|---|---|---|
| Prometheus Group, Inc. | External directorship | Listed as current directorship; no disclosed interlocks with TRS customers/suppliers and no Item 404 related-party disclosure involving Boehne . |
Expertise & Qualifications
- Strategy, innovation, technology leadership .
- Global supply chain optimization and operational excellence .
- Talent development and risk management .
Equity Ownership
| Item | Amount | As of / Notes |
|---|---|---|
| Beneficial ownership (TRS common shares) | 29,493 shares | As of record date March 17, 2025 (proxy table) |
| Director RSUs outstanding | 4,068 units | As of 12/31/2024 |
| Director stock ownership guideline | 5x annual cash retainer within five years; directors given additional five years to reach increased level | As of 12/31/2024, each independent director was in compliance or on a path to timely compliance |
| Hedging/pledging | Prohibited for directors | Anti-hedging, short sale, and pledging policies apply to directors |
Governance Assessment
-
Strengths:
- Independence and committee roles align with best practice; Board affirms Boehne’s independence and committees are independent-only .
- Attendance and engagement: Board and committees met frequently in 2024; all directors met ≥75% attendance; independent director executive sessions held regularly .
- Alignment: Director ownership guideline raised to 5x retainer; Boehne holds 29,493 shares and 4,068 RSUs outstanding; hedging/pledging banned .
- Compensation oversight signal: Say-on-Pay received ~85% approval in 2024, and 2024 STI paid 0% for NEOs based on performance, indicating discipline by Compensation Committee (of which Boehne was a member) .
-
Potential risk indicators to monitor:
- Board transitions (CEO/CFO changes, interim CFO service by a director) elevate succession and oversight demands, though mitigated by independent Chair and committee structure .
- Significant shareholder on Board (Sedaghat) warrants continued vigilance for conflicts; company discloses related-persons policy and no Item 404 issues for Compensation Committee members in 2024 .
Appendices
Director Compensation Summary (2024)
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Holly M. Boehne | $100,000 | $99,991 | $199,991 |
Board & Committee Activity (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 20 |
| Audit Committee | 8 |
| Compensation Committee | 5 |
| Governance & Nominating Committee | 4 |
Attendance & Independence
- All directors attended at least 75% of aggregate Board/committee meetings in 2024 .
- Boehne is independent; Board committees are composed exclusively of independent directors .