Shawn Sedaghat
TRIMASAbout Shawn S. Sedaghat
Independent director (Class III) at TriMas (TRS), age 59, appointed in 2025 with current service on the Governance & Nominating Committee; term runs through the 2027 annual meeting. The Board determined he is independent under Nasdaq rules. He brings 40+ years in packaging, including founding and leading multiple packaging and cosmetics businesses, and currently chairs Trend International Holding AG, which, together with an affiliated family office, beneficially owns approximately 12.5% of TRS. Potential governance consideration: dual role as significant shareholder and “independent” director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SEDA Specialty Packaging Corp. | Co-founder; Chairman & CEO | 1984–1997 (sold to CCL Industries Inc. in 1997) | Built and exited to a strategic buyer; foundational packaging operating experience |
| CCL Industries Inc. | Leadership roles | 1997–1999 (then consultant) | Continued packaging leadership; industry relationships |
| PKG Group, LLC (dispensing & packaging) | Founder & CEO | 2001–2015 | Growth and operating leadership in dispensing/packaging |
| Gotha Cosmetics S.R.L. | Founder; CEO | 2005–2008; 2015–2017; Chairman Gotha Cosmetics USA, Inc. 2017–2019 | Beauty/cosmetics product & process innovation; governance of US affiliate; continued as director since inception |
| Capvis AG partnership | Partnered with Capvis | 2016– | Private equity/strategic investment collaboration |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Trend International Holding AG | Chairman | Current | Investment holding (real estate, public/private debt & equity) |
| Gotha Cosmetics S.R.L. | Director | Current | Cosmetics manufacturer; long-standing board member |
| Polyusus Lux IX S.a.r.l. | Director | Current | Investment entity directorship |
| CCL Industries Inc. | Director | Former | Post-SEDA sale affiliation |
Board Governance
- Committee assignments: Governance & Nominating Committee (member; not Chair).
- Independence: Board determined Sedaghat is independent; 7 of 9 directors independent; committees composed exclusively of independent directors.
- Board activity (FY2024): 20 Board meetings; Audit 8, Compensation 5, Governance & Nominating 4; independent director executive sessions held regularly. Note: Sedaghat joined in 2025; 2024 attendance requirement (≥75%) applied to 2024 incumbents.
- Board leadership: Independent Chair (Herbert K. Parker) appointed in 2024.
- Director nomination pipeline: Sedaghat was recommended by non-management directors; he, in turn, recommended Adrianne W. Shapira as a candidate (nominated in 2025).
Fixed Compensation (Director Program Terms)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $100,000 | For full-year service; pro-rated as applicable |
| Chair retainers | Board Chair $100,000; Audit $20,000; Compensation $15,000; Governance & Nominating $10,000 | Additional to base retainer |
| Meeting fees | None specified beyond retainers | Company reimburses expenses; no director perquisites |
| Deferral elections | Directors may elect to defer cash retainer (option to take unrestricted stock) | Annual election in advance |
Performance Compensation (Director Equity)
| Equity Vehicle | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (independent directors) | ~ $100,000 | Generally vests after one year of service | Granted under 2023 Equity & Incentive Plan; dividend equivalents paid only upon vesting |
- Director stock ownership guidelines: 5x annual cash retainer (raised from 3x in 2024); five years to comply (existing directors given an additional five years from 2024 increase). As of 12/31/2024, all independent directors were compliant or on a timely path.
Other Directorships & Interlocks
| Company/Entity | Category | Potential Interlock/Exposure |
|---|---|---|
| Trend International Holding AG | Significant TRS shareholder (10.2% via Schedule 13D/A) | Sedaghat is Chairman; Trend recommended as a beneficial owner in TRS filings |
| Gotha Cosmetics S.R.L.; Polyusus Lux IX S.a.r.l. | Private entities | No specific TRS related-party transactions disclosed in proxy beyond policy |
Expertise & Qualifications
- Packaging and consumer products domain expertise; manufacturing, process and product innovation; customer relationship management; executive leadership.
- Global business experience and investment oversight through Trend International; prior CEO/Chair roles across packaging and cosmetics businesses.
Equity Ownership
| Holder | Nature of Ownership | Shares | % of Outstanding | Notes |
|---|---|---|---|---|
| Shawn S. Sedaghat (aggregate beneficial) | Shared voting/dispositive power through entities | 5,071,641 | 12.5% | Includes Trend International (4,170,667) and Swan Family Office, LLC (900,974) |
| Trend International Holding AG | Shared voting/dispositive | 4,170,667 | 10.2% | Schedule 13D/A; Sedaghat chairs and controls Trend |
| Swan Family Office, LLC | Shared voting/dispositive | 900,974 | — | Sedaghat is Managing Member |
- Hedging/Pledging: Company policy prohibits directors from hedging or pledging TRS stock. Sedaghat’s ownership footnotes describe shared voting/dispositive power; no pledges are indicated in the disclosure.
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval: ~85% for TRS NEO compensation.
- 2023 Say-on-Pay approval: ~92%.
- 2025 Annual Meeting results: Say-on-Pay For 33,371,396; Against 2,187,496; Abstain 14,412; Broker non-votes 1,835,224.
Related-Party Transactions / Conflict Screening
- Policy: Audit Committee must review and approve related-person transactions (other than de minimis), with board oversight of conflicts disclosures.
- Disclosures: 2025 proxy details Sedaghat’s significant beneficial ownership through Trend International and Swan Family Office (see Equity Ownership). The “Transactions with Related Persons” section outlines policy; no specific Sedaghat-related transactions are identified in the available proxy disclosures.
Governance Assessment
-
Positives
- Independent director with deep sector expertise directly relevant to TriMas’ Packaging and consumer end-markets; assigned to Governance & Nominating where industry network and board-building experience can be accretive.
- Strong director compensation structure and ownership alignment: cash/equity mix, one-year RSU vesting, and 5x retainer stock ownership guideline; anti-hedging/pledging policy in force.
- Board best practices: independent Chair, fully independent committees, regular executive sessions, robust meeting cadence.
- Shareholder support context remains healthy (85%+ Say-on-Pay; 2025 votes reaffirmed).
-
Watch items / RED FLAGS
- Significant beneficial ownership (12.5%) via Trend International and Swan Family Office while designated “independent” could concentrate influence; this can be positive (alignment) but may raise concerns over independence optics and potential control dynamics—especially as Sedaghat recommended a new director nominee (Adrianne W. Shapira).
- Packaging-industry operating history and current roles at private entities in adjacent markets warrant continued monitoring of related-party transactions; no such transactions are disclosed in the proxy, but ongoing diligence advisable.
- Executive transitions underway (CEO and CFO changes) increase importance of independent oversight and succession rigor in Governance & Nominating.
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Implications for investors
- Sedaghat’s sector expertise and large economic stake can enhance oversight and strategic rigor, particularly in Packaging and portfolio actions. However, the dual role as a major shareholder and independent director underscores the need to scrutinize board processes (recusals, committee independence) when conflicts could arise, and to monitor nominations and M&A decisions for alignment with minority shareholders.
Note: Director-specific cash/equity paid to Sedaghat for 2024 is not presented because he joined in 2025; the tables above reflect TRS’s director compensation structure and 2024 program terms.