Nick Stanage
TRIMASAbout Nick L. Stanage
Independent director at TriMas since 2013 with deep operating experience in aerospace and automotive manufacturing. Former Chairman, CEO and President of Hexcel; retired as CEO/President in May 2024 and served as Executive Chairman through November 2024. Age 65 as disclosed in the 2024 proxy; committees: Compensation and Governance & Nominating; current term runs to the 2027 annual meeting. The Board has determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hexcel Corporation | President; CEO; Chairman; Executive Chairman | President (Nov 2009–Aug 2013); CEO (Aug 2013–May 2024); Chairman (Jan 2014–2024); Executive Chairman (May–Nov 2024) | Led company through multi-year leadership; extensive executive, operational and global restructuring expertise |
| Dana Holding Corporation | President, Heavy Vehicle Products Group | 2005–2009 | Senior operating leadership in auto/industrial supply chain |
| Honeywell (AlliedSignal) | Engineering, operations, marketing roles (increasing responsibility) | 1986–2005 | Broad functional leadership in manufacturing environments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hexcel Corporation | Director (current) | Not disclosed | Current public company directorship; prior Chairman/CEO/President; Executive Chairman through Nov 2024 |
Board Governance
| Item | Detail |
|---|---|
| TriMas Board Committees | Compensation Committee; Governance & Nominating Committee (not a chair) |
| Independence Status | Board determined Stanage is independent under Nasdaq and company guidelines |
| Board Attendance | All directors attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended 2024 annual meeting |
| 2024 Meeting Cadence | 20 Board; 8 Audit; 5 Compensation; 4 Governance & Nominating meetings in 2024 |
| Executive Sessions | Regular independent director executive sessions |
| Risk Oversight | Committee structure oversees ERM, financial reporting, cybersecurity, and compensation/governance risks |
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard independent director cash retainer for 2024 |
| Committee/Chair Fees | $0 for Stanage | Chair fees paid only to Chairs; Stanage not a chair |
| Meeting Fees | None | No meeting fees; cash/equity mix used |
| Perquisites | None | Company does not provide perquisites to directors |
| Deferral Elections | Not disclosed for Stanage | Program allows cash-to-stock/deferred elections; only Boehne and Finley deferred in 2024 |
2024 Director Compensation (actual):
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nick L. Stanage | 100,000 | 99,991 | 199,991 |
Performance Compensation
Directors receive annual service-based RSUs (no performance metrics); generally vest after one year of service.
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| 2024-03-14 | RSU (service-based) | 4,068 | $99,991 | One-year service vest | 2024 director compensation table and RSU program summary |
| 2025-03-14 | RSU (service-based) | 4,140 | Not disclosed | Not disclosed (service-based) | Form 4 (filed 2025-03-18) |
Notes:
- RSUs granted under the 2023 Equity and Incentive Compensation Plan; generally one-year service vesting; no options outstanding for non-employee directors as of 12/31/2024.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Related-Party Notes |
|---|---|---|---|
| TriMas (TRS) | Director | Compensation; Governance & Nominating | Compensation Committee Interlocks disclosure states no member (including Stanage) was an officer/employee or had Item 404 related-party relationships in 2024 |
| Hexcel Corporation | Director (current) | Not disclosed | Listed as current directorship in TRS proxy |
Expertise & Qualifications
- Extensive executive leadership, operational management, program/project management, customer relationship management, executive compensation and global restructuring expertise; >30 years experience across aerospace and automotive manufacturing.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date for 2025 Proxy) | 51,000 shares; each director (other than Sedaghat) owns <1% of outstanding shares |
| Unvested/Outstanding RSUs (12/31/2024) | 4,068 RSUs outstanding as of 12/31/2024 |
| Hedging/Pledging | Company restricts directors and officers from hedging or pledging Company stock (reduces misalignment/credit risk) |
| Ownership Guidelines | Independent directors must own 5x annual cash retainer within five years of initial election; guideline increased from 3x in 2024; directors have an additional five years to meet the higher requirement; as of 12/31/2024, each independent director was in compliance or on path |
Insider Trades (Form 4):
| Transaction Date | Filing Date | Type | Shares/Units | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-03-14 | 2025-03-18 | Award (A) | 4,140 | 51,000 | |
| 2024-03-14 | 2024-03-15 | Award (A) | 4,068 | 46,860 |
Governance Assessment
- Strengths:
- Independent director since 2013; sits on Compensation and Governance & Nominating committees, aligning with his executive compensation and operational governance expertise.
- Attendance and engagement: Board reported at least 75% attendance for all directors in 2024; high meeting cadence suggests active oversight.
- Pay alignment: Roughly 50/50 cash/equity mix ($100k cash; ~$100k RSUs); robust ownership guideline increased to 5x cash retainer; hedging/pledging restrictions.
- Conflicts: Compensation Committee interlocks disclosure indicates no related-party transactions or insider participation concerns under Item 404.
- Potential Risks/Watch Items:
- Time commitments: Concurrent external directorship at Hexcel (valuable industry knowledge but consider bandwidth as TriMas navigates CEO/CFO transitions).
- No red flags identified regarding pledging/hedging, related-party transactions, or perquisites in 2024.
Overall, Stanage brings seasoned manufacturing and compensation oversight experience, maintains independence and attendance expectations, and is aligned via recurring RSU grants and elevated ownership guidelines—supportive of investor confidence.