Jodi Robin
TRIMASAbout Jodi Robin
Jodi F. Robin is TriMas Corporation’s General Counsel and Secretary, appointed in April 2021. She joined TriMas in 2010 as Associate General Counsel and was promoted to Deputy General Counsel in 2014; prior to TriMas, she was an attorney with Reed Smith LLP in Chicago. As of the 2025 proxy, Ms. Robin is 44 years old. Executive compensation for 2024 tied short-term incentives to operating profit (70%) and cash flow (30%), which paid out at 0% based on results; long-term PSUs for the 2024–2026 cycle are tied to Cash RONA and EPS CAGR with an RTSR modifier against the S&P SmallCap 600 Industrials Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriMas Corporation | General Counsel & Secretary | Apr 2021–present | Not disclosed |
| TriMas Corporation | Deputy General Counsel | 2014–2021 | Not disclosed |
| TriMas Corporation | Associate General Counsel | 2010–2014 | Not disclosed |
| Reed Smith LLP (Chicago) | Attorney | Pre-2010 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 342,863 | 388,750 |
| Target STI ($) | Not disclosed | 240,000 |
| Actual STI Paid ($) | 0 | 0 |
| All Other Compensation ($) | 37,857 | 20,829 |
| Total Compensation ($) | 719,281 | 792,581 |
Notes:
- The Committee approved a 12.7% base pay increase for Ms. Robin in 2024 and folded termination of a $25,000 annual flexible cash allowance into base pay effective April 1, 2024 .
Performance Compensation
Short-Term Incentive (STI) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Company Operating Profit | 70% | Part of $240,000 target | Below threshold | 0% of target | Paid following year; 2024 certified at 0% |
| Company Cash Flow | 30% | Part of $240,000 target | Below threshold | 0% of target | Paid following year; 2024 certified at 0% |
Long-Term Incentive (LTI)
| Grant/Cycle | Vehicle | Weighting | Units/Value | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| 2024 grant (Cycle 2024–2026) | RSUs | 50% of LTI target for Robin | 7,628 units; $187,496 fair value | Time-based | Ratable over 3 years from 3/14/2024 (expected 3/14/2025, 3/14/2026, 3/14/2027) |
| 2024 grant (Cycle 2024–2026) | PSUs | 50% of LTI target for Robin | Target 7,628; Max 19,070; $195,506 fair value | 50% Cash RONA; 50% EPS CAGR; RTSR modifier vs S&P SmallCap 600 Industrials | Cliff at end of performance period (36 months ending 12/31/2026) |
| 2023 grant (Cycle 2023–2025) | RSUs | 50% of LTI target for Robin | 5,169 units outstanding at 12/31/24 | Time-based | Ratable over 3 years from 3/11/2023 |
| 2023 grant (Cycle 2023–2025) | PSUs | 50% of LTI target for Robin | 1,085 units reflected at threshold for disclosure | Cash RONA, EPS CAGR, RTSR modifier | Cliff at end of 2023–2025 period |
| 2022 grant (Cycle 2022–2024) | PSUs | — | Performance attainment certified at 0% (forfeited) | RTSR and EPS CAGR | Cliff; forfeited at 0% |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 30,979 |
| Common Shares Outstanding (Record Date) | 40,716,445 |
| Ownership as % of Outstanding | ~0.076% (derived from 30,979 / 40,716,445) |
| Shares Acquired on Vesting in 2024 (RSUs) | 4,396; $108,625 value |
| Unvested RSUs at 12/31/24 | 806 (2022 grant), 5,169 (2023 grant), 7,628 (2024 grant); market values $19,820, $127,106, $187,573 respectively |
| Unearned PSUs at 12/31/24 | 1,085 (2023 cycle at threshold), 7,628 (2024 cycle at target); market values $26,680, $187,573 respectively |
| Stock Ownership Guidelines | 3x base salary for Mell/Robin/Stress; executives must hold at least 50% of net shares until guidelines met |
| Compliance Status | As of 3/31/2024, Robin viewed “on a path to timely compliance” ; Proxy also states all NEOs in compliance |
| Hedging/Pledging | Prohibited for executives and directors |
| Clawback | Nasdaq-compliant clawback policy applicable to variable compensation |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | Company states it does not have employment agreements with executives; severance governed by Executive Severance Policy |
| Severance (without cause/good reason) | One year base salary + one year target STI, pro-rated STI for year of termination based on full-year actuals, accrued obligations, taxable health coverage up to 12 months; equity per plan terms |
| Change-in-Control (double trigger) | Benefits payable only upon qualifying termination within limited period post-CIC; policy includes excise tax “cap” to avoid 280G excise tax unless best after-tax position supports paying full amounts |
| Non-Compete/Non-Solicit | Customary covenants during employment; post-termination non-compete duration corresponds to severance payment period, or 24 months if no severance |
| Potential Payments (as of 12/31/24) | See table below |
Potential Payments as of December 31, 2024 (Ms. Robin)
| Scenario | Cash Payments ($) | RSU/PSU Value ($) | Medical Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination (without cause/good reason) | 640,000 | 171,835 | 15,500 | 827,335 |
| Qualifying termination in connection with CIC | 960,000 | 670,471 | 23,250 | 1,653,721 |
| Death | — | 670,471 | 46,500 | 716,971 |
| Disability | — | 548,750 | — | 548,750 |
Deferred Compensation (Executive Retirement Program)
| Metric | 2024 |
|---|---|
| Registrant Contributions ($) | 1,641 |
| Aggregate Earnings ($) | 38 |
| Aggregate Balance at FY-End ($) | 2,161 |
Governance and Program Features Relevant to Alignment
- Pay-for-performance structure: Significant NEO pay is generally conditioned on predetermined financial goals; STI capped and paid at 0% for 2024; LTI uses multiple performance metrics and caps .
- Independent compensation consultant (Meridian) advising the Compensation Committee; regular program reviews; no repricing of underwater options; annual Say-on-Pay with ~85% approval in 2024 .
- Equity plan capacity and overhang: 1,163,558 shares to be issued upon exercise/settlement of outstanding awards; 1,733,666 shares available for future issuance as of 12/31/24 .
- Leadership transitions: CFO resignation in March 2025; interim CFO appointed; broader CEO/CFO transition efforts noted in governance highlights .
Investment Implications
- Strong pay-performance discipline: 2024 STI payout at 0% underscores committee rigor on operating profit and cash flow targets; 2022 PSU cycle paid 0%, highlighting higher hurdles for EPS CAGR and RTSR—reduces risk of misaligned payouts and curbs short-termism .
- LTI metrics align with value creation: 2024–2026 PSUs tied to Cash RONA and EPS CAGR with RTSR modifier—focuses on returns on assets and earnings growth versus peers; for Robin, 50/50 RSU/PSU mix balances retention with performance-based equity .
- Ownership alignment and sell pressure: Beneficial ownership of 30,979 shares and ongoing RSU vesting (4,396 shares vested in 2024) alongside a 3x salary ownership guideline and 50% net share retention until guideline reached—mitigates near-term selling pressure; hedging/pledging bans further align interests .
- Retention and exit economics: Double-trigger CIC policy, one-year cash severance plus target STI on regular severance, and non-compete covenants provide retention stability with moderated golden parachute exposure via 280G cap; absence of individual employment contracts increases organizational flexibility .
- Governance continuity: Use of independent consultant, clawback policy, and regular board oversight reduce compensation-related risk; ongoing leadership transition (CFO, CEO search) elevates execution risk but is being managed under board-led processes .