Jill Stress
TRIMASAbout Jill Stress
Jill S. Stress is Chief Human Resources Officer (CHRO) at TriMas, age 47, appointed in April 2023 after joining the company in 2009 and serving as Director of Compensation & Benefits; prior experience includes Manager of Benefits, Compensation, and HR Systems at Behr America . Her compensation program ties annual incentives to adjusted operating profit (70%) and company cash flow (30%), with long‑term incentives split between RSUs and PSUs measured on Cash RONA and EPS CAGR with an RTSR modifier against the S&P SmallCap 600 Industrials Index; 2024 STI paid 0% and 2022 PSUs were forfeited at 0% attainment, reinforcing pay‑for‑performance alignment . Stock ownership guidelines require 3x base salary for Ms. Stress, with the committee noting she is on a path to timely compliance; anti‑hedging and anti‑pledging policies apply, and a Nasdaq‑compliant clawback policy is in place . 2024 say‑on‑pay support was ~85%, signaling shareholder endorsement of the program structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriMas Corporation | Director, Compensation & Benefits | 2009–Apr 2023 | Led compensation and benefits administration; precursor to CHRO role |
| Behr America | Manager, Benefits, Compensation, HR Systems | Pre-2009 | Managed benefits, compensation, and HR systems |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | No public external directorships or roles disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 295,130 | 342,500 |
| Bonus ($) | — | — |
| Stock Awards ($) | 338,561 | 342,131 |
| Non-Equity Incentive ($) | 0 | 0 |
| All Other Compensation ($) | 36,067 | 19,094 |
| Total ($) | 669,758 | 703,725 |
| Base Salary Rate as of Jan 1, 2024 | Base Salary Rate as of Apr 1, 2024 | % Increase |
|---|---|---|
| $305,000 | $355,000 | 16.4% (8.2% excluding $25,000 flexible cash allowance termination) |
Performance Compensation
2024 Short-Term Incentive (STI)
| Component | Weighting | Target Award ($) | Target as % of Salary | Actual Payout (% of Target) |
|---|---|---|---|---|
| Adjusted Operating Profit | 70% | 195,250 | 55% | 0% |
| Company Cash Flow | 30% | — | — | 0% |
2024 Long-Term Incentive (LTI) Grants and Design
| Vehicle | Grant Date | Units / Target | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | 3/14/2024 | 6,814 units | 167,488 | Ratable over 3 years (generally) | Service-based |
| PSUs (2024–2026 cycle) | 3/14/2024 | Threshold: 6,814; Target: 17,035; Max: — | 174,643 | Cliff vest at 36 months | 50% Cash RONA, 50% EPS CAGR; RTSR modifier vs S&P SmallCap 600 Industrials; maximum payout up to 250% of target incl. RTSR |
Program notes: For previously granted PSUs (3/11/2022, 2022–2024 cycle), threshold performance levels were not met on RTSR and EPS CAGR, and PSUs were forfeited at 0% attainment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 38,617 shares |
| Shares Outstanding | 40,716,445 as of record date |
| Ownership as % of Outstanding | ~0.095% (38,617 ÷ 40,716,445) |
| Ownership Guidelines | 3x base salary for Ms. Stress; on path to timely compliance |
| Hedging / Short Sales / Pledging | Prohibited for executives and directors |
Vested vs Unvested and 2024 Activity
| Grant | Type | Not Vested (#) at 12/31/2024 | Market Value ($) at 12/31/2024 |
|---|---|---|---|
| 3/11/2022 | RSUs | 672 | 16,524 |
| 3/11/2023 | RSUs | 5,169 | 127,106 |
| 3/14/2024 | RSUs | 6,814 | 167,556 |
| 3/11/2023 | PSUs (2023–2025) | 1,085 (reflected at threshold) | 26,680 |
| 3/14/2024 | PSUs (2024–2026) | 6,814 (reflected at target) | 167,556 |
| 3/11/2022 | PSUs (2022–2024) | 0 (forfeited at 0% attainment) | — |
| 2024 Vesting / Exercises | Shares | Value ($) |
|---|---|---|
| Shares acquired on RSU vesting | 3,758 | 92,860 |
| Options exercised | — | — |
Options
| Status | Detail |
|---|---|
| Options Outstanding | None for Ms. Stress (no option awards in outstanding table) |
Employment Terms
| Term | Detail |
|---|---|
| Role Start | Appointed CHRO in April 2023 |
| Employment Contract | No individual employment agreement; covered by Executive Severance Policy |
| Severance (Without Cause / Good Reason) | Cash: $550,250 (1x base salary + 1x target STI); RSUs/PSUs: $159,343; Medical benefits: $15,500; Total: $725,093 |
| Change-in-Control (Qualifying Termination) | Double trigger; Cash: $825,375; RSUs/PSUs: $617,234; Medical benefits: $23,250; Total: $1,465,859 |
| Death | RSUs/PSUs: $617,234; Medical benefits: $46,500; Total: $663,734 |
| Disability | RSUs/PSUs: $505,423; Total: $505,423 |
| Non‑Compete / Non‑Solicit | Customary covenants during employment and for a period following termination (release required for benefits) |
| COBRA Premiums | Taxable reimbursement up to 12 months (certain cases) |
| Excise Tax | “Cap” provision to avoid 280G excise tax |
| Clawback | Nasdaq‑compliant clawback for variable compensation upon restatement |
| Deferred Compensation | No participation or balances reported for Ms. Stress in 2024 |
Investment Implications
- Pay-for-performance alignment: 2024 STI paid 0% and 2022 PSUs forfeited at 0%, indicating tighter linkage of variable pay to financial outcomes (Operating Profit, Cash Flow, EPS CAGR, Cash RONA, RTSR) and limiting cash payouts in underperformance periods .
- Ownership and alignment: Beneficial ownership of ~0.095% with 3x salary ownership guideline and prohibitions on hedging/pledging reduce misalignment risk; the committee views Ms. Stress as on track for guideline compliance .
- Near-term vesting flows and selling pressure: 3,758 shares vested in 2024 with ~$92.9k realized; additional RSUs from 2023 and 2024 grants vest ratably, while PSUs are contingent on 2024–2026 performance—monitor Form 4 filings around anniversary dates for potential supply .
- Severance/CIC economics: Without‑cause/good‑reason cash equals 1x salary plus 1x target STI with double‑trigger CIC terms; RSU/PSU treatment and COBRA support are consistent with market norms, limiting “golden parachute” risk via an excise tax cap .
- Governance and signals: 85% say‑on‑pay support, independent compensation consultant usage, and strong restrictions (no hedging/pledging, clawback) suggest disciplined oversight; recent CFO turnover is noted by the company but does not alter Ms. Stress’s severance eligibility, and bears watching for broader execution dynamics .