Jeffrey Fielkow
TRIMASAbout Jeffrey A. Fielkow
Jeffrey A. Fielkow (age 56) has served as an independent director of TriMas (TRS) since 2023. He is currently CEO of Circular Action Alliance (since Aug 2024) and previously was President & CEO of I.D. Images (Dec 2021–Aug 2024) and held multiple executive roles at Tetra Pak (2015–2021). At TriMas, he serves on the Audit and Governance & Nominating Committees and, as of March 2025, is Chair of the Compensation Committee; the Board deems him independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| I.D. Images, LLC | President & CEO | Dec 2021–Aug 2024 | Led labeling/packaging company; executive leadership and operations experience cited by TRS |
| Tetra Pak, Inc. | Various roles incl. CEO U.S. & Canada; CEO/MD Vietnam; VP Sustainability (SE Asia & Oceania) | 2015–2021 | Deep packaging/CPG, global operations and ESG expertise |
| ReCommunity, Inc. | Chief Sales & Marketing Officer | Not specified | Sustainability/recycling leadership |
| Container Recycling, LLC | Chief Operating Officer | Not specified | Recycling operations |
| Waste Management, Inc. | Market Area Vice President | Not specified | Waste/recycling operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Circular Action Alliance (CAA) | Chief Executive Officer | Since Aug 2024 | Industry stewardship/extended producer responsibility; potential ESG/packaging policy insight relevant to TriMas Packaging |
Board Governance
- Current TRS committees: Audit; Governance & Nominating; Compensation Committee Chair (appointed March 2025 due to Interim CFO committee changes) .
- Independence: Board determined Mr. Fielkow is independent under Nasdaq and Corporate Governance Guidelines .
- Attendance: In 2024, the Board held 20 meetings; committees held 8 (Audit), 5 (Compensation), and 4 (Governance). All directors attended at least 75% of their aggregate Board and committee meetings and attended the 2024 Annual Meeting; independent directors hold regular executive sessions .
- Board leadership and structure: Independent Chair (Herbert K. Parker); separation of Chair/CEO roles since 2002; 7 of 9 directors independent .
- Clawback: Nasdaq-compliant compensation recoupment policy maintained .
- Say-on-Pay: ~85% approval at May 14, 2024 Annual Meeting (Committee reviewed results; no 2024 program changes specifically due to vote) .
Fixed Compensation (Director)
| Component (2024) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (independent directors) | $100,000 | |
| Committee chair retainers (rate schedule) | Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $10,000 | |
| Board Chair retainer (for context) | $100,000 (pro-rated for 2024 transitions) | |
| Mr. Fielkow – Fees Earned/Paid in Cash (2024) | $100,000 | |
| Perquisites | None for directors; expense reimbursement for meeting attendance |
Note: Mr. Fielkow became Compensation Committee Chair in March 2025; the $15,000 chair retainer applies to chair service and was not reflected in his 2024 fees .
Performance Compensation (Director)
| Grant | Grant Date | Instrument | Units/Value | Vesting | Source |
|---|---|---|---|---|---|
| Annual director equity | 14-Mar-2024 | RSUs | 4,068 units; $99,991 grant-date fair value | Generally service-based, 1-year vest | |
| Equity program design (directors) | Annual grant ≈ $100,000 | RSUs | Service-based vesting over 1 year | Aligns with shareholder interests |
No performance metrics are attached to director equity; awards are time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Current public company directorships | None disclosed | |
| Prior public company boards | None disclosed | |
| Compensation Committee interlocks (2024) | For 2024 committee members (Boehne, Finley, Greene, Stanage, Tredwell), no relationships requiring Item 404 disclosure | |
| Compensation consultant | Meridian Compensation Partners retained by and reporting to the Compensation Committee |
Expertise & Qualifications
- Executive leadership, operational management, strategic and operational planning, M&A, product planning and pricing, sales/marketing, and global sustainability/ESG leadership; >30 years across packaging and consumer products markets and recycling sectors .
- Committee contributions at TRS: cross-functional governance (Audit, Governance & Nominating) and compensation oversight (Chair), including succession and pay-for-performance alignment .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Outstanding | RSUs Outstanding (12/31/2024) | Notes |
|---|---|---|---|---|
| Jeffrey A. Fielkow | 11,013 | <1% | 4,068 | Company had 40,716,445 shares outstanding as of the Record Date; none of the non-employee directors held options |
- Stock ownership guidelines (directors): increased in 2024 to 5x annual cash retainer within five years of initial election; directors have an additional five years to meet the heightened requirement; all independent directors were compliant or on track as of 12/31/2024 .
- Hedging/pledging: Directors and officers are restricted from hedging or pledging Company stock .
Governance Assessment
- Strengths and signals:
- Independent director with relevant packaging, recycling, and ESG domain expertise; active on Audit and Governance committees and elevated to Compensation Chair during leadership transition, supporting oversight of succession and compensation risk .
- Strong board process indicators: high meeting cadence (20 Board meetings in 2024), regular executive sessions, independent Chair, and robust director ownership guidelines (5x retainer) .
- Pay governance infrastructure: independent consultant (Meridian), Nasdaq-compliant clawback policy, and credible shareholder support (~85% Say-on-Pay in 2024) .
- Potential conflicts and related-party exposure:
- Company discloses comprehensive related-party transaction review policies; 2024 Compensation Committee members reported no Item 404 relationships; no specific related-party transactions involving Mr. Fielkow are disclosed in the proxy .
- RED FLAGS:
- None disclosed regarding attendance shortfalls (≥75% attendance achieved Board-wide) or stock pledging (restricted) .
- No other public company directorships or interlocks disclosed for Mr. Fielkow that suggest conflicts; continue to monitor given his external CEO role at Circular Action Alliance for any future related-party interactions with TriMas Packaging customers or ESG programs .
Overall implication: Mr. Fielkow brings differentiated sustainability/packaging operating expertise and now chairs the Compensation Committee amid C-suite transitions—a constructive governance signal for investor oversight on succession and pay outcomes, with low apparent conflict risk based on current disclosures .