Thomas Snyder
TRIMASAbout Thomas Snyder
Thomas J. Snyder, age 58, became President & Chief Executive Officer of TriMas and joined the Board of Directors effective June 23, 2025; he will not receive separate director compensation while serving as CEO . He brings ~35 years in packaging, most recently as President of Silgan Containers (since Oct 2007), with prior senior roles in sales, marketing and operations; he holds an MBA from Pepperdine and a B.S. in Packaging from Michigan State University . TriMas highlighted Snyder’s track record of driving “significant sales, earnings and cash flow growth” at Silgan and expects him to enhance shareholder value across Packaging, Aerospace and Specialty Products . TriMas maintains an independent Board Chair and separates the Chair/CEO roles, with committees composed entirely of independent directors, which mitigates dual-role governance concerns as Snyder serves as a non‑independent management director .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Silgan Containers LLC | President | Oct 2007 – 2025 | Managed ~$3B in sales; drove significant sales, earnings and cash flow growth |
| Silgan Containers | EVP | Jul 2006 – Oct 2007 | Senior operating leadership across containers business |
| Silgan Containers | VP, Sales & Marketing | Jul 2002 – Jul 2006 | Led commercial strategy and key accounts |
| Silgan (earlier roles) | Director of Sales; National Account Manager; Materials Application Engineer; operations roles | Prior to 2002 | Progressive commercial/technical leadership in packaging operations |
External Roles
- No public-company directorships or external board roles for Snyder were disclosed in the TriMas press release or 8‑K announcing his appointment .
Fixed Compensation
| Component | Term | Amount/Details |
|---|---|---|
| Base Salary | Ongoing | $800,000 per year |
| 2025 Sign-on Cash | For 2025 performance | $400,000 lump-sum paid in early 2026; pro‑rated on death/disability; paid in full if involuntary termination for good reason; subject to repayment on certain voluntary/for‑cause separations per offer letter |
| Relocation | One-time | Reimbursement up to $450,000; subject to repayment on certain voluntary/for‑cause separations per offer letter |
| Commuting + Spousal Travel | Transition | Reimbursement for 90 days of commuting and two spousal trips to MI HQ |
| Legal Fees | Onboarding | Reimbursement up to $35,000 |
| Benefits | Ongoing | Standard executive benefits and health/welfare plans; 4 weeks’ vacation (prorated 2025) |
Performance Compensation
| Program | Metric/Instrument | Target/Structure | Performance/Payout | Vesting |
|---|---|---|---|---|
| Short‑Term Incentive (STI) | Annual cash bonus | Eligible starting 2026; target = 100% of base salary (0%–200% payout range) | Company’s recent STI design used Operating Profit (70%) and Cash Flow (30%); 2024 paid 0% for NEOs (precedent, future cycles at Committee discretion) | N/A |
| Inducement RSUs | Time‑based RSUs | ~$4.25M grant value (Nasdaq 5635(c)(4)) | N/A (time‑based) | Vest ratably over 3 years; accel on death/disability; accel on involuntary termination without cause/for good reason; double‑trigger on CIC |
| Inducement Stock Options | Premium‑priced NQ options | ~$6.0M grant value; 5 tranches with exercise prices $30, $35, $40, $45, $50; grant of 900,000 total options (100k in tranche one; 200k in each other tranche) | N/A (time‑based) | Each tranche vests ratably over 5 years; 10‑year term; pro‑rata vest on death/disability or involuntary termination without cause/for good reason; double‑trigger on CIC (or anticipatory termination ≤90 days before CIC) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Inducement Grants (June 24, 2025) | 900,000 premium‑priced options (tranches at $30/$35/$40/$45/$50), plus 152,439 time‑based RSUs; granted as Nasdaq Rule 5635(c)(4) inducement awards outside the 2023 EICP |
| Vesting Cadence | Options vest ratably over 5 years; RSUs vest ratably over 3 years |
| Change‑in‑Control (CIC) | Double-trigger vesting for both inducement options/RSUs; options also contemplate anticipatory termination within 90 days pre‑CIC |
| Clawback | Inducement options subject to TriMas clawback policy; company maintains Nasdaq‑compliant clawback for incentive‑based pay |
| Hedging/Pledging | Directors and executives are prohibited from hedging, short sales and pledging of Company stock |
| Ownership Guidelines | Executives have stock ownership guidelines (CEO 5x base salary; others 3x), with 5 years to achieve; pre‑guideline share retention applies |
| Board Compensation | No additional Board fees while serving as CEO |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | Effective June 23, 2025 (or earlier by agreement) |
| Director Appointment | Appointed to TriMas Board effective with employment start; no separate pay while CEO |
| Severance Agreement | Five‑year initial term with evergreen annual extensions unless terminated by either party |
| Non‑CIC Termination (Without Cause/Good Reason) | Cash severance = 1x (base salary + target STI); payment of prior year earned but unpaid STI; pro‑rated current year STI based on actual full‑year performance; taxable continued health coverage up to 12 months; subject to release and clawback policy |
| CIC Termination (Within 2 years post‑CIC or ≤90 days pre‑CIC) | Cash severance = 2x (base salary + target STI); payment of prior year earned but unpaid STI (no negative discretion); pro‑rated current year STI based on actual full‑year performance (no negative discretion); taxable continued health coverage up to 24 months; best‑net 280G approach (cut‑back vs pay full to maximize after‑tax) |
| Other | Standard indemnification agreement; participation in benefit plans; non‑competition, non‑solicitation and confidentiality covenants customary for severance eligibility |
Board Governance (Service, Committees, Independence)
- Board service: Snyder joined the Board concurrent with his CEO start date; TriMas has long maintained separation of Chair/CEO and an independent Chair (Herbert K. Parker), with committees composed exclusively of independent directors .
- Committee roles: Management directors do not serve on key committees; committee compositions remained fully independent per proxy .
- Attendance and oversight: The Board met 20 times in 2024; all directors met at least 75% aggregate attendance, and independent directors hold regular executive sessions .
- Director compensation policy, independence and ownership guidelines for directors are established and disclosed; Snyder receives no additional Board pay while CEO .
Performance Compensation – Design Detail (Reference Precedent)
| Metric | Weight | 2024 Target | 2024 Actual | Payout |
|---|---|---|---|---|
| Operating Profit (Adjusted) | 70% | $110.9M | $88.0M | 0% |
| Cash Flow (Adjusted) | 30% | $65.7M | $26.3M | 0% |
| Total STI Payout (NEOs) | 0% |
Note: Snyder’s STI begins in 2026 with a 100% of base target; the 2024 matrix illustrates recent design used for NEOs and may inform, but does not bind, future CEO STI structure .
Say‑on‑Pay & Shareholder Feedback (Context)
- The 2024 Say‑on‑Pay vote received approximately 85% approval; the Compensation Committee continued its pay philosophy and program design in light of strong support .
Investment Implications
- Alignment and upside leverage: The premium‑priced option package (900k options with $30–$50 strikes) plus 3‑year RSU vesting create strong retention and stock‑price alignment; options vest over 5 years and expire in 10 years, with double‑trigger CIC protection and clawback coverage .
- Cash outlay/near‑term pressure: Time‑based RSUs (152,439 units) vest over 3 years, which can introduce periodic vest‑related selling needs; options are premium‑priced, concentrating value realization in sustained price appreciation above strike tranches .
- Risk controls: Severance is market‑typical (1x non‑CIC; 2x CIC) with best‑net 280G, no excise tax gross‑ups, robust anti‑hedging/pledging and Nasdaq‑compliant clawback, supporting governance quality and mitigating shareholder‑unfriendly risks .
- Governance mitigants to dual role: An independent Chair and fully independent committees reduce concerns over CEO/Director dual‑role influence on pay/governance decisions .
Key Data Appendix
Compensation & Inducement Grants (Offer Letter and Grants)
| Item | Detail |
|---|---|
| Base Salary | $800,000 per annum |
| 2025 Lump‑Sum Bonus | $400,000, paid early 2026; specific repayment provisions on certain separations |
| STI Eligibility | Starting 2026; Target = 100% of base (0%–200% range) |
| Inducement RSUs | ~$4.25M grant value; vest ratably over 3 years; CIC double‑trigger; accel on death/disability/qualifying termination |
| Inducement Options | ~$6.0M grant value; 900,000 options across 5 tranches ($30/$35/$40/$45/$50); 10‑yr term; 5‑yr ratable vesting; CIC double‑trigger; pro‑rata vest on death/disability/qualifying termination |
| Relocation/Perqs | Up to $450k relocation; 90 days commuting + two spousal trips; up to $35k legal fees |
| Severance (Non‑CIC) | 1x (base + target STI) + prior earned STI + pro‑rated current STI (actual full‑year) + up to 12 months health coverage |
| Severance (CIC) | 2x (base + target STI) + prior earned STI (no negative discretion) + pro‑rated current STI (no negative discretion) + up to 24 months health coverage; best‑net 280G |
| Clawback/Hedging/Pledging | Company clawback applicable; anti‑hedging and anti‑pledging policy |
Board Governance Snapshot (Context)
| Item | Detail |
|---|---|
| Chair/CEO Structure | Roles separated since 2002; independent Chair (Herbert K. Parker) |
| Board Independence | 7 of 9 directors independent (as of proxy date); committees entirely independent |
| Meetings & Attendance | 20 Board meetings in 2024; all directors ≥75% attendance; regular independent executive sessions |
| Director Fees | Independent director cash retainer $100k; annual RSU ~$100k; chairs receive additional retainers; directors subject to ownership guidelines (5x retainer) |
| CEO as Director | Snyder serves as a director but receives no additional Board compensation while CEO |
Education & Credentials
- MBA, Pepperdine University; B.S., Packaging, Michigan State University .
Investment Takeaways
- Snyder’s package is deliberately weighted to long-dated, premium‑strike options with multi‑year vesting, aligning him with multi‑year equity value creation rather than near‑term cash extraction; RSUs provide retention ballast but are modest relative to the options by economic leverage .
- Severance and CIC terms are shareholder‑standard (1x/2x; best‑net 280G; double‑trigger) and paired with anti‑hedging/pledging and a Nasdaq‑compliant clawback, signaling strong governance hygiene as he steps into a non‑independent director role under an independent Chair/committee structure .
- Watch the realization path: value from premium‑priced tranches depends on sustained operating execution and multiple expansion; cadence of 3‑year RSU vesting may introduce limited, predictable supply, while the 5‑year option vesting promotes longer holding horizons .
Sources: TriMas press release and 8‑K appointing Thomas Snyder (June 2025) ; inducement grant press release (June 27, 2025) ; TriMas 2025 DEF 14A for governance, policies and compensation design context .