Teresa Finley
TRIMASAbout Teresa Finley
Teresa M. Finley, age 63, is Interim Chief Financial Officer (principal financial and accounting officer) of TriMas and has served as a director since 2020. She previously held multiple senior finance roles at UPS (CFO for global businesses, Corporate Controller/Treasurer, VP Investor Relations, 2007–2015) and was Chief Marketing & Business Services Officer (2015–2017), and later Senior Advisor at BCG (2019–2021). Current external board: Union Pacific Corporation; former: AssuranceAmerica and Pilot Freight Services . Company performance context: TriMas net sales rose 3.5% to $925.0M in 2024, with Packaging +10.5% net sales to $512.3M and Aerospace +21.9% to $294.2M; cash from operations was $63.8M. A 2022–2024 PSU cycle paid 0% as EPS CAGR was −12.2% and RTSR ranked ~14th percentile (−25.08%), underscoring pay-for-performance rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UPS | Chief Marketing & Business Services Officer | 2015–2017 | Led global marketing capabilities, growth strategies, innovation, pricing, communications and brand management . |
| UPS | CFO (multiple global businesses); Corporate Controller & Treasurer; VP Investor Relations | 2007–2015 | Financial leadership across global businesses; corporate finance and investor relations execution . |
| Boston Consulting Group | Senior Advisor | 2019–2021 | Provided transportation & logistics expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Union Pacific Corporation | Director | Current | Public company board service . |
| AssuranceAmerica | Director | Former | Prior board service . |
| Pilot Freight Services | Director | Former | Prior board service . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (Interim CFO) |
|---|---|---|---|
| Director Cash Fees ($) | 115,000 | 115,000 (deferred) | — |
| Director Equity RSUs ($) | 99,974 | 99,991 | — |
| Interim CFO Base Salary ($) | — | — | 50,000 per month |
Notes:
- Finley elected to defer 100% of her 2023 and 2024 director cash fees under the retainer share election program .
- Independent directors receive annual RSUs (~$100,000 grant date value) that generally vest after one year .
Performance Compensation
| Incentive | Metric/Terms | Target/Range | Vesting/Timing | 2025 Interim CFO Terms |
|---|---|---|---|---|
| Discretionary Cash (Interim CFO) | Board holistic assessment of Interim CFO performance | $0 to $125,000 | End of first six months of interim service (or upon permanent CFO appointment) | $0–$125k potential, 6‑month window |
| RSUs (Interim CFO) | Time‑based | $500,000 grant value | Generally vest one year from grant (alt terms per award agreement) | Granted in connection with interim appointment |
| Director RSUs | Time‑based | ~$100,000 grant value/year | Generally one‑year vest | Granted Mar 2023 & Mar 2024 |
| Company NEO STI (context) | Operating Profit (70%), Cash Flow (30) | 0–200% payout curve | Annual cash | 2024 STI paid 0% on both metrics |
| Company NEO PSUs (context) | Cash RONA (50), EPS CAGR (50), RTSR modifier | 0–200% on metrics; RTSR 75–125% modifier | 36‑month cliff vest | 2022–2024 cycle paid 0% |
Equity Ownership & Alignment
| Date (Record/Year‑End) | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding (Director) | Ownership/Policy Notes |
|---|---|---|---|---|
| Mar 15, 2024 (Record Date 2024 Proxy) | 31,243 | 0.08% (31,243 / 40,820,202) | 3,445 | Director ownership guideline: 3x retainer (raised to 5x in 2024); in compliance/on track . |
| Dec 31, 2024 (Year‑End) | — | — | 4,068 | No director stock options; RSUs only . |
| Mar 17, 2025 (Record Date 2025 Proxy) | 58,491 | 0.14% (58,491 / 40,716,445) | — | Anti‑hedging and anti‑pledging policy for directors and officers . |
Notes:
- The company prohibits hedging, short sales, and pledging of Company stock by directors and executive officers .
- Executive stock ownership guidelines (context): CEO 5x salary; CFO, GC, CHRO 3x salary; measurement annually; retention requirements apply until compliant .
Employment Terms
- Interim CFO appointment effective March 20, 2025; Finley serves as principal financial and accounting officer and Treasurer; continues as a director but stepped down from Audit and Compensation Committees upon appointment .
- Independence: Finley was previously independent; due to her Interim CFO role, the Board determined she is not independent at this time; independence will be reassessed after interim service ends .
- Clawback: Nasdaq‑compliant policy requiring recovery of erroneously awarded incentive‑based compensation following an accounting restatement; applies to current/former Section 16 officers; no indemnification for recovered amounts .
- Severance/Change‑in‑Control (company policy context): Executives identified by the Committee (e.g., CEO, CFO in 2024) eligible for one year salary + one year target STI upon qualifying termination; double‑trigger change‑in‑control provides 18 months (CFO) or 30 months (CEO) salary + target STI, plus benefits; includes non‑compete/non‑solicit covenants and 280G “cut‑back” (no excise tax gross‑ups) . Coverage of Finley under this policy is not disclosed in the 8‑K .
Board Governance
- Committee service: Prior to March 2025, Audit Committee and Compensation Committee; Chair of Compensation Committee in 2024; stepped down from both committees in March 2025; Compensation Committee chair role moved to Jeffrey A. Fielkow .
- Attendance: In 2024, Board held 20 meetings (Audit 8; Compensation 5; Governance 4); directors attended ≥75% of Board/committee meetings; executive sessions of independent directors held regularly .
- Structure: Independent Chair (Herbert K. Parker); committees composed exclusively of independent directors; tri‑class staggered Board .
Director Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | RSUs ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 100,000 | 15,000 (Comp Chair) | 99,974 | 214,974 |
| 2024 | 100,000 | 15,000 (Comp Chair) | 99,991 | 214,991 |
Notes:
- 2024 director RSUs were 4,068 units granted Mar 14, 2024; one‑year vest .
Compensation Structure Analysis
- Strong pay‑for‑performance design: 2024 NEO STI paid 0% on both Operating Profit and Cash Flow, and the 2022–2024 PSUs paid 0% due to sub‑threshold EPS CAGR and RTSR—consistent with disciplined payout mechanics .
- Shift toward RSUs at the director and interim CFO level: Finley’s interim CFO package is purely time‑based RSUs plus a capped discretionary cash element, indicating short‑term, role‑specific alignment rather than multi‑year PSUs .
- Risk mitigants: Anti‑hedging/pledging, clawback, share ownership guidelines (directors raised to 5x retainer), no option repricing, no executive employment contracts, and independent compensation consultant retained .
Risk Indicators & Red Flags
- Dual‑role independence: Finley’s move to Interim CFO renders her non‑independent; she appropriately stepped off independent committees to mitigate conflicts .
- Equity vesting overhang: Interim CFO RSUs vest after one year; director RSUs vest annually; this can create mechanical selling pressure around vest dates, subject to Company trading windows and policies .
- Governance: Say‑on‑Pay support ~85% in 2024 indicates shareholder tolerance for pay design; compensation policy includes double‑trigger CIC, clawback, and ownership requirements, reducing governance risk .
Investment Implications
- Alignment: Finley’s interim CFO package ties near‑term cash to Board evaluation and equity to one‑year vesting, creating immediate incentives to improve financial operations and liquidity, consistent with Company performance focus on Operating Profit and Cash Flow .
- Retention and supply: One‑year RSU vesting (interim CFO and director grants) concentrates potential share settlements, which could modestly elevate insider supply near vest dates; anti‑hedging/pledging and blackout policies moderate speculative risk .
- Governance quality: Transition off key committees and explicit non‑independence designation reduce dual‑role concerns; continued strong governance practices (independent Chair, clawback, no employment contracts) are supportive of equity holders .