DEF 14A of Trex Co Inc
Filed Mar 16, 2026 · FY20250001193125-26-107273
Board of Directors
Board of Directors The following table provides summary information about each director*.
Board of Directors
| Director Occupation | Age | Director since | Board Independent | Other public boards | Committee memberships | | | Up for re-election at current Annual Meeting | | | | | | | AC | CC | NCGC | | | Jay M. Gratz Retired; Former Executive Vice President and Chief Financial Officer, Ryerson Inc. | 73 | 2007 | Yes | 0 | | | | Yes | | B. Andrew Rose Retired; Former President and CEO, Worthington Enterprises, Inc. | 55 | 2025 | Yes | 2 | | | | Yes | | Irene Tasi Senior Vice President and Chief Transformation Officer, PPG Industries, Inc. | 49 | 2026 | Yes | 0 | | | | Yes | | Gerald Volas Retired; Former CEO, TopBuild Corp. | 71 | 2014 | Yes | 0 | | | | Yes | | James E. Cline** Retired; Former President and CEO, Trex Company, Inc. | 74 | 2015 | Yes | 1 | | | | No | | Kristine L. Juster CEO, Conair LLC | 62 | 2019 | Yes | 0 | | | | No | | D. Christian Keffer Former President and CEO, Stihl, Inc. | 53 | 2024 | Yes | 0 | | | | No | | Gena C. Lovett, Ph.D Former Vice President, Manufacturing, Safety and Quality, Defense, Space and Security of Boeing Company | 63 | 2021 | Yes | 2 | | | | No | | Patricia B. Robinson*** Retired; Former President of Mead School and Office Products | 73 | 2000 | Yes | 0 | | | | No |
Board of Directors
* The above matrix and charts do not include Mr. Bryan Fairbanks or Mr. Ron Kaplan who are retiring from the Board of Directors effective the Annual Meeting on April 28, 2026. **Chairman of the Board *** Lead Independent Director
Board of Directors
| AC | Audit Committee | | Chair | | CC | Compensation Committee | | Member | | NCGC | Nominating/Corporate Governance Committee | | Financial expert |
Board of Directors
Experience/Qualifications/Skills/Attributes*
Board of Directors
| Executive Leadership | Marketing and Sales | | Construction and Building Materials Industry Experience | Product Innovation and Technology | | Accounting and Finance | Human Capital Management | | Capital Markets and M&A | Risk Management | | Manufacturing and Supply Chain | |
Board of Directors
Director Tenure* Age Distribution* Independence* *The above matrix and charts do not include Mr. Bryan Fairbanks or Mr. Ron Kaplan who are retiring from the Board of Directors effective the Annual Meeting on April 28, 2026. We believe that our directors should have a wide range of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities, and other attributes discussed below in the “Director Nomination Policy” section on page 26. We endeavor to have a board that represents a range of qualifications, skills, and depth of experience in areas relevant to the Board’s oversight of the Company’s activities. Some of which we currently consider to be important are summarized below:
Board of Directors
| Skills/Experience* | James Cline | Jay Gratz | Kristine Juster | D. Christian Keffer | Gena Lovett | Patricia Robinson | B. Andrew Rose | Irene Tasi | Gerald Volas | | Executive Leadership Experience in a significant executive leadership position | X | X | X | X | X | | X | X | X | | Construction and Building Materials Industry Experience Knowledge of or experience in an industry involving construction and/or building materials | X | X | | X | | X | X | X | X | | Accounting and Finance Experience in financial accounting and reporting, and corporate finance | X | X | | | | | X | | X | | Capital Markets and M&A Experience leading and implementing mergers and acquisitions and other strategic transactions | X | X | X | | | | X | X | X | | Manufacturing and Supply Chain Senior manufacturing or supply chain leader with expertise across product quality, production, fulfillment, logistics, and multi-channel distribution | X | X | X | X | X | | X | | X | | Marketing and Sales Branded consumer marketing and/or sales executive with experience developing commercial strategies for distinctive, durable brands in retail/consumer environment | X | | X | X | | X | X | X | X | | Product Innovation and Technology Experience with product innovation, including R&D and product development, and enterprise-wide technology, including AI, digital platforms and digitally focused business transformation | X | | X | X | X | | X | X | X | | Human Capital Management Experience attracting, motivating, and retaining top talent, evaluating performance and compensation of senior management, and overseeing strategic human capital planning | X | | X | X | X | | X | X | X | | Risk Management Experience in oversight of systems and processes in place to identify, analyze, manage and respond to risk; legal, policy, and governance expertise | X | | X | X | | X | X | X | X |
Board of Directors
*The above matrix does not include Mr. Bryan Fairbanks or Mr. Ron Kaplan, who are retiring from the Board effective the Annual Meeting on April 28, 2026.
Election of Directors
Election of Directors
Election of Directors
| Nominees for Election as Directors |
Election of Directors
The Company’s Restated Certificate of Incorporation, as amended, provides that the Board is to be divided into three classes of directors, with the classes to be as nearly equal in number as possible. The current terms of office of the three current classes of directors expire at this annual meeting, at the annual meeting of stockholders in 2027, and at the annual meeting of stockholders in 2028, respectively. Upon the expiration of the term of office of each class, the nominees for such class will be elected for a term of three years to succeed the directors whose terms of office expire. In accordance with the recommendation of the Nominating/Corporate Governance Committee, Mr. Gratz, Mr. Rose, Ms. Tasi, and Mr. Volas have been nominated by the Board for election to the class with a three-year term that will expire at the annual meeting of stockholders in 2029. These nominees are incumbent directors.
Election of Directors
| Approval of Nominees |
Election of Directors
Approval of the nominees requires the affirmative vote of a majority of the votes cast in favor of such nominee at the annual meeting. The term “Majority” for purposes of election of directors means that a nominee receives more votes in favor of such nominee than are cast against such nominee by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the election of directors. Brokers may vote their shares in favor of or against directors if they have voting instructions from the beneficial owners of the shares. Unless authority to do so is withheld, it is the intention of the persons named in the proxy to vote such proxy FOR the election of each of the nominees. If any of the nominees should become unable or unwilling to serve as a director, the persons named in the proxy intend to vote for the election of such substitute nominee for director as the Board may recommend. It is not anticipated that any of the nominees will be unable or unwilling to serve as a director. The Board unanimously recommends that the stockholders of the Company vote FOR the election of the nominees to serve as directors.
Election of Directors
| Information About Retiring Directors, Nominees, and Continuing Directors |
Election of Directors
Biographical information concerning each of the nominees and each of the directors continuing in office is presented below.
Election of Directors
| Directors Retiring in 2026 |
Election of Directors
| Director | Age | Director Since | | Bryan H. Fairbanks | 56 | 2020 | | Ronald W. Kaplan | 74 | 2008 |
Election of Directors
| Bryan H. Fairbanks | Mr. Fairbanks has held senior leadership roles with the Company for more than two decades, including the past six years as President and Chief Executive Officer (“CEO”). He previously served as Executive Vice President and Chief Financial Officer (“CFO”) of the Company between July 2018 and April 2020, and as Vice President and CFO of the Company between August 2015 and July 2018. Mr. Fairbanks is retiring from his position as President and CEO and as a member of the Board of Directors effective April 28, 2026. |
Election of Directors
| Ronald W. Kaplan | Mr. Kaplan is former President and Chief Executive Officer of the Company (2008 – 2015). He served as Chairman of the Board (2010 – 2020) and remained as Vice Chairman (2020 – 2026). Mr. Kaplan held senior leadership roles at other manufacturing corporations, bringing a deep understanding of the manufacturing industry. Mr. Kaplan also has experience leading corporations through financial and operational “turnarounds,” which proved highly beneficial during his tenure as Chief Executive Officer. Mr. Kaplan is retiring from his position on the Board of Directors effective April 28, 2026. |
Election of Directors
| Nominees for Election for Three-Year Terms |
Election of Directors
| Director | Age | Director Since | | Jay M. Gratz | 73 | 2007 | | B. Andrew Rose | 55 | 2025 | | Irene Tasi | 49 | 2026 | | Gerald Volas | 71 | 2014 |
Election of Directors
| Jay M. Gratz Independent Director Since: 2007 Nominated this year Committees: • Audit • Compensation (Chair) Skills | Specific Qualifications, Experience, Attributes, and Skills Mr. Gratz is a seasoned finance executive and has held several senior financial leadership roles across the construction and building materials sector. Through his more than 40 years of financial leadership, Mr. Gratz brings deep expertise in financial strategy, P&L leadership, capital planning and risk management. __________________________________________________ Professional Experience 10X Technologies • Consultant and Director (2017 - 2018) VisTracks, Inc. • Chief Financial Officer (2010 - 2018 • Director (2010 - 2018) Tatum LLC • Partner (2010) Independent (Self-Employed) • Consultant (2007 - 2010) Ryerson Inc. • Vice President and Chief Financial Officer (1999 - 2007) • President of Coil Processing Division (2001 - 2007) Inland Steel Industries • Vice President and Chief Financial Officer (1994 - 1998) • Vice President of Finance, various other roles (1975 - 1998) | | Executive Leadership Construction & Building Materials Accounting and Finance | | | Educational Background & Other Certifications • Bachelor of Arts degree in Economics from State University of New York in Buffalo. • M.B.A. degree from Northwestern University Kellogg Graduate School of Management. • Certified Public Accountant. | |
Election of Directors
| B. Andrew Rose Independent Director Since: 2025 Nominated this year Committees: • Audit • Compensation Skills Executive Leadership Construction & Building Materials Accounting and Finance Capital Markets and M&A Manufacturing & Supply Chain Marketing & Sales Product Innovation and Tech Human Capital Management Risk Management | Specific Qualifications, Experience, Attributes, and Skills Mr. Rose has more than 30 years of business leadership across the consumer and building products industries at both the management and director levels. He has substantial experience in guiding companies as a CEO and CFO, overseeing functions across strategic transformation, finance and capital planning, manufacturing and supply chain and marketing and sales as well as expertise in overseeing significant transactions, including large-scale spin-offs. _________________________________________________________ Professional Experience Worthington Enterprises, Inc. (RemainCo following the spin-off of Worthington Industries’ Steel Processing business into Worthington Steel) • President and Chief Executive Officer (2023 - 2024) Worthington Industries, Inc. • President and Chief Executive Officer (2020 - 2023) • President (2018 - 2020) • Chief Financial Officer (2008 - 2018) MCG Capital Corporation • Principal (2007 - 2008) Peachtree Equity Partners LP • Partner (2002 - 2007) Financial leadership positions at Wachovia Capital Associates, Inc. and JPMorgan Chase (1992 - 2002) _____________________________________________________ Other Public Company Boards • Sterling Infrastructure, Inc. (2025 - Present) • Greif, Inc. (2024 - Present) | | Educational Background • B.S.B.A. degree in Business Administration from the University of North Carolinas Kenan-Flagler Business School. • M.B.A. degree from Duke University’s Fuqua School of Business. | |
Election of Directors
| Irene Tasi Independent Director Since: 2026 Nominated this year Committees: • Audit • Compensation Skills Executive Leadership Construction & Building Materials Capital Markets and M&A Marketing & Sales Product Innovation and Tech Human Capital Management Risk Management | Specific Qualifications, Experience, Attributes, and Skills Ms. Tasi is a seasoned executive with more than two decades of leadership experience in the building materials industry, including multiple C-suite and senior leadership roles. She brings extensive experience in the development and oversight of global transformation and strategic planning as well as financial, capital planning and portfolio leadership, and substantial knowledge in product quality, production, fulfillment, logistics, and multi-channel distribution. Professional Experience PPG Industries, Inc. • Sr. Vice President and Chief Transformation Officer (2025 - Present) • Sr. Vice President, Industrial Coatings (2024 - 2025) • Chief Growth Officer (2021 - 2024) Masco Corporation • President and General Manager, Kichler Lighting (2018 - 2021) • Exec. Vice President, Sales, Masco Cabinetry (2016 - 2018) • Various marketing and investor relations leadership roles (2010 - 2016) | | Educational Background • B.A. degree in International Relations from the University of Windsor. • M.B.A. degree from Eastern Michigan University. | |
Election of Directors
| Gerald Volas Independent Director Since: 2014 Nominated this year Committees: • Audit (Chair) • Nominating/Corporate Governance Skills Executive Leadership Construction & Building Materials Accounting and Finance Capital Markets and M&A Manufacturing & Supply Chain Marketing & Sales Product Innovation and Tech Human Capital Management Risk Management | Specific Qualifications, Experience, Attributes, and Skills Mr. Volas is a seasoned industry leader, having spent more than three decades in the building materials industry and the home improvement/new home construction industries. In addition to strategic oversight, Mr. Volas has a deep understanding of financial strategy, risk management, and capital planning as well as substantial knowledge of modernizing operations, marketing and sales, product innovation and development, and sustainability within the sector. | | | Professional Experience TopBuild Corp. • Chief Executive Officer and Director (2015 - 2020) Masco Corporation • Group Executive (2005 - 2015) • President, Liberty Hardware Division (2001 - 2005) • Group Controller (1996 - 2001) • Vice President and Controller, BrassCraft Manufacturing Company, A Masco operating company (1982 - 1996) | | Educational Background & Other Certifications • Bachelor of Business Administration degree from the University of Michigan. • Certified Public Accountant. | |
Election of Directors
| Director | Age | Director Since | | James E. Cline | 74 | 2015 | | Gena C. Lovett | 63 | 2021 | | Patricia B. Robinson | 73 | 2000 |
Election of Directors
| James E. Cline Non-Executive Chairman Director Since: 2015 Skills Executive Leadership Construction & Building Materials Accounting and Finance Capital Markets and M&A Manufacturing & Supply Chain Marketing & Sales Product Innovation and Tech Human Capital Management Risk Management | Specific Qualifications, Experience, Attributes, and Skills Mr. Cline is the former CEO and CFO of Trex and brings unique perspective to the Board. Through his career at Trex and other construction and building materials companies, Mr. Cline gained extensive experience across strategic development, financial leadership and capital planning, manufacturing and supply chain and multi-channel distribution, marketing and sales and product innovation. | | | Professional Experience Trex Company, Inc. • President and Chief Executive Officer (2015 - 2020) • Senior Vice President and Chief Financial Officer (2013 - 2015) • Vice President and Chief Financial Officer (2008 - 2013) • Group Controller (1996 - 2001) Harsco GasServ, a divsion of Harsco Corporation • President (2005 - 2007) • Vice President, Controller (1994 - 2005) Huffy Corporation • Director of Finance, True Temper Hardware and various other positions (1976 - 1994) | | | Other Public Company Boards • Latham Group Inc. (2019 - Present) | | Educational Background • B.S.B.A degree in Accounting from Bowling Green State University. | |
Election of Directors
| Dr. Gena C. Lovett Independent Director Since: 2021 Committees: • Audit • Nominating/Corporate Governance Skills Executive Leadership Manufacturing & Supply Chain Product Innovation and Tech Human Capital Management | Specific Qualifications, Experience, Attributes, and Skills Ms. Lovett brings more than 30 years of experience in manufacturing, including R&D, product development and innovation, fulfillment and distribution, and expansion efforts. As the former Global Chief Diversity Officer of Alcoa, she also brings significant human capital expertise. _______________________________________________________ Professional Experience The Boeing Company • Vice President, Manufacturing, Safety and Quality, Defense, Space and Security (2015 - 2019) Alcoa Corporation • Global Chief Diversity Officer (2012 - 2015) • Director, Manufacturing, Forging (2007 - 2012) Ford Motor Company • Plant Manager, New Model Programs (and various other positions) (1992 - 2007) | | | Other Public Company Boards • QuantumScape Corporation (2022 - Present) • AdvanSix, Inc. (2021 - Present) | | Educational Background • Bachelor of Arts degree in Criminal Justice from the Ohio State University. • M.B.A. degree from Baker Center for Graduate Studies. • A M.S. degree in Organizational Leadership. • Ph.D. degree in Values-Driven Leadership from Benedictine University. | |
Election of Directors
| Patricia B. Robinson Lead Independent Director Independent Director Since: 2000 Committees: • Compensation • Nominating/Corporate Governance (Chair) Skills Manufacturing & Supply Chain Marketing & Sales Risk Management | Specific Qualifications, Experience, Attributes, and Skills Ms. Robinson is an independent consultant and highly accomplished executive with experience in consumer product companies, strategic planning, and new product introductions. She brings deep knowledge of P&L leadership, manufacturing and supply chain management, marketing and sales, fulfillment and multi-channel distribution, R&D oversight, product development, and expansion efforts. | | | Professional Experience Independent Consultant (1998 - 2020) Mead Corporation (1977 - 1998) • President of Mead School and Office Products • Vice President, Corporate Strategy and Planning • President, Gilbert Paper • Plant Manager • Product Manager for New Packaging Product Innovation | | Educational Background • Bachelor of Arts degree in Economics from Duke University. • M.B.A degree from Darden School at the University of Virginia. | |
Election of Directors
| Director | Age | Director Since | | Kristine L. Juster | 62 | 2019 | | D. Christian Keffer | 53 | 2024 |
Election of Directors
| Kristine L. Juster Independent Director Since: 2019 Committees: • Compensation • Nominating/Corporate Governance Skills Executive Leadership Capital Markets and M&A Manufacturing & Supply Chain Marketing & Sales Product Innovation and Tech Human Capital Management Risk Management | Specific Qualifications, Experience, Attributes, and Skills Ms. Juster is a highly accomplished executive with years of experience in senior leadership roles at leading global consumer goods companies. In addition to strategic and financial planning oversight, Ms. Juster has extensive knowledge of manufacturing and supply chain, marketing and sales, R&D and product innovation, as well as a deep familiarity with product quality, production, fulfillment, logistics, and multi-channel distribution. | | | Professional Experience Conair LLC • Chief Executive Officer (2024 - Present) Kimball International • Chief Executive Officer (2018 - 2023) • Member of Board of Directors (2016 - 2023) Newell Brands, Inc. (1996 - 2001) • Chief Executive Officer, Global Writing Division (2014 - 2018) • President of Various Divisions (2001 - 2014) | | Educational Background • Bachelor of Applied Science degree in Hotel and Restaurant Management from Cornell University. | |
Election of Directors
| D. Christian Keffer Independent Director Since: 2024 Committees: • Compensation • Nominating/Corporate Governance Skills Executive Leadership Construction & Building Materials Manufacturing & Supply Chain Marketing & Sales Product Innovation and Tech Human Capital Management Risk Management | Specific Qualifications, Experience, Attributes, and Skills Mr. Keffer is a seasoned executive with more than 25 years in the building materials consumer product industries and brings a comprehensive understanding of space across global operations, financial planning, product innovation and development, marketing and sales, manufacturing, and supply chain. | | | Professional Experience STIHL, Inc. • President and Chief Executive Officer (2023 - 2026) • Senior Vice President, Sales and Marketing (2023) • Vice President, Sales and Marketing (2022 - 2023) Stanley Black & Decker, Inc. • President, Product Management, Power Tools Group (2020 - 2022) • President, Power Tool Accessories Group (2019 - 2020) • Vice President, Global Product Development, Power Tools Group (2017 - 2018) • Vice President, Global Product Marketing, Cordless (2012 - 2016) • Served in various sales, marketing and leadership roles (1995 -2012) | | Educational Background • Bachelor of Arts degree in Communications from Loyola University. • Executive M.B.A. degree from Loyola University. | |
Corporate Governance
Corporate Governance
Corporate Governance
| Board of Directors |
Corporate Governance
The Board currently consists of eleven directors. Mr. Ronald Kaplan is retiring effective April 28, 2026, at which time the Board will consist of ten directors. The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee. During the Company’s 2025 fiscal year, the Board held five meetings, the Audit Committee held five meetings, the Compensation Committee held five meetings, and the Nominating/Corporate Governance Committee held five meetings. During 2025, each director attended at least 75% of the aggregate of the total number of meetings of the Board and of each committee of the Board on which such director served. Mr. Rose who was appointed to the Board in December 2025 and Ms. Tasi who was appointed to the Board in February 2026 attended all meetings of the Board and of each committee of the Board on which they served which were held after their appointment. It is the Company’s policy that all directors should attend annual meetings of the Company’s stockholders. All then-serving directors attended the annual meeting in May 2025. The Board does not have a strict retirement age for directors. However, the Board does believe that once a director attains a certain age, the Board should carefully consider whether such director’s continued service on the Board is in the best interests of the Company. The Company’s Corporate Governance Principles provide that any director who will be age 75 or older by the next annual meeting of shareholders shall tender his or her resignation to the Board prior to the October meeting of the Board that precedes such annual meeting of shareholders, at which time the Board may elect to either accept such resignation or request that such director continue to serve on the Board.
Corporate Governance
| Board Leadership Structure |
Corporate Governance
Board Leadership Structure. Our Board is currently led by a non-executive Chairman, Mr. Cline, who retired as the Company’s President and Chief Executive Officer on April 28, 2020. Our Board determined that retaining Mr. Cline as Chairman was in the best interests of the Company because it allows the Company to benefit from Mr. Cline’s significant experience and accumulated expertise in the Company’s industry and the Company’s internal policies, practices, and procedures to effectively and expertly guide the Board. Mr. Cline’s familiarity with the Company’s executives reinforces that the Board and executives will operate with continuity and common purpose. The Board determined that having Mr. Cline as Chairman allows the Company’s President and Chief Executive Officer to focus on executing the Company’s strategy and managing operations and performance. The Board is further comprised of a Lead Independent Director, an independent Audit Committee Chairman, an independent Compensation Committee Chairman, and an independent Nominating/Corporate Governance Committee Chairwoman. These independent positions align with the Company’s corporate governance policies and practices and assure adequate independence of the Board. Since July 25, 2023, Ms. Robinson has served as Lead Independent Director. Ms. Robinson is an experienced former chief executive officer. (For additional information regarding Ms. Robinson’s professional experience, please see “Election of Directors (Proposal 1).” Pursuant to the Company’s Corporate Governance Principles, the responsibilities of the Lead Independent Director include: presiding at executive sessions of the independent directors; presiding at Board meetings in the absence of the Chairman; making recommendations and consulting with management with regard to Board meeting agendas, materials, and schedules; and serving as a liaison between the independent directors and members of senior management. Director Independence. The Board has affirmatively determined that all of the current directors, other than Mr. Fairbanks, who is the Company’s current President and Chief Executive Officer, are “independent” of the Company within the independence guidelines governing companies listed on the New York Stock Exchange (“NYSE”). For a director to be “independent” under the NYSE guidelines, the Board must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company. The Board has adopted the following categorical standards of independence to assist it in determining whether a director has a material relationship with the Company. The following relationships between a director and the Company will not be considered material relationships that would preclude a finding by the Board that the director is independent under the NYSE guidelines: employment of the director or the director’s immediate family member by another company that makes payments to, or receives payments from, the Company or any of its subsidiaries for property or services in an amount which, in any single fiscal year, does not exceed the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues; and ▪ a relationship of the director or the director’s immediate family member with a charitable organization, as an executive officer, board member, trustee or otherwise, to which the Company or any of its subsidiaries has made charitable contributions of not more than $50,000 annually in any of the last three years. Furthermore, the Board has also determined, consistent with NYSE guidelines, a director is not independent if: ▪ The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company. ▪ The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). ▪ The director is a current partner or employee of a firm that is the Company’s internal audit firm or independent registered public accounting firm; the director has an immediate family member who is a current partner of such a firm; the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s internal or external audit; or the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s internal or external audit within that time. ▪ The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee. ▪ The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues. Consistent with the NYSE guidelines, the Company’s corporate governance principles require the Company’s non-management directors to meet at least once each quarter without management present and, if the group of non-management directors includes any director who is not independent under NYSE guidelines, to meet at least once each year with only the independent directors present. The Company’s non-management directors, all of whom are independent under NYSE guidelines, held five executive sessions in 2025.
Corporate Governance
| Board Committees |
Corporate Governance
Our Board has three standing committees: ▪ Audit Committee, chaired by Mr. Volas; ▪ Compensation Committee, chaired by Mr. Gratz; and ▪ Nominating/Corporate Governance Committee, chaired by Ms. Robinson. Each of these committees plays an important role in the governance and leadership of our Board and each is chaired by an independent director with significant business experience. Audit Committee. During 2025, the Audit Committee of the Board was composed of four non-employee directors from January 1, 2025 through October 31, 2025, three non-employee directors from November 1, 2025 until December 3, 2025, and four non-employee directors since December 3, 2025, all of whom meet the independence and expertise requirements of the NYSE listing standards: Mr. Volas who is currently Chairman, Mr. Gratz, Ms. Lovett, Ms. McDuffie from January 1, 2025 through October 31, 2025, and Mr. Rose since December 3, 2025. Pursuant to SEC rules, the Board has determined that Mr. Volas, Mr. Gratz, and Mr. Rose are “audit committee financial experts,” as such term is defined for purposes of Item 407 of Regulation S-K promulgated by the SEC, and are independent of management. The Audit Committee held five meetings during 2025. The Audit Committee operates under a written charter that is reviewed annually. The Audit Committee is responsible, among its other duties, for engaging, overseeing, evaluating, and replacing the Company’s independent registered public accounting firm, pre-approving all audit and non-audit services by the independent registered public accounting firm, reviewing the scope of the audit plan and the results of each audit with management and the independent registered public accounting firm, reviewing the internal audit function, reviewing the adequacy of the Company’s system of internal controls over financial reporting and disclosure controls and procedures, reviewing the financial statements and other financial information included in the Company’s annual and quarterly reports filed with the SEC, reviewing the efficacy of the Company’s information security and technology risks (including cybersecurity) and related policies and procedures, which include receiving quarterly reports from the Company’s Executive Information Security Oversight Committee by our Vice President, Chief Information Officer, who is tasked with monitoring cybersecurity risks, and exercising oversight with respect to the Company’s Code of Conduct and Ethics and other policies and procedures regarding adherence with legal requirements. The Audit Committee has the authority to retain and terminate any third-party consultants and to obtain advice and assistance from internal and external legal, accounting, and other advisers. The Audit Committee is authorized to delegate its authority to subcommittees as determined to be necessary or advisable. A current version of the Audit Committee charter is available on the Company’s website at www.trex.com/our-company/corporate-governance/committees-charters/. Compensation Committee. During 2025, the Compensation Committee of the Board was composed of five non-employee directors from January 1, 2025 through October 31, 2025, four non-employee directors from November 1, 2025 until December 3, 2025, and five non-employee directors since December 3, 2025, who meet the independence requirements of the NYSE listing standards: Mr. Gratz, who is Chairman, Ms. Juster, Mr. Keffer, Ms. Robinson, Ms. McDuffie from January 1, 2025 through October 31, 2025, and Mr. Rose since December 3, 2025. The Compensation Committee held five meetings during 2025. The Compensation Committee operates under a written charter that is reviewed annually. Pursuant to its charter, the principal functions of the Compensation Committee are to review, determine, and approve the compensation and benefits of the Company’s President and Chief Executive Officer (“CEO”) and the other executive officers named in the Summary Compensation Table following the Compensation Discussion and Analysis section of this Proxy Statement, or “named executive officers,” as well as other executive officers, and to administer the Company’s employee benefit programs, including its Amended and Restated 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”), which amended and restated the 2014 Stock Incentive Plan (the “2014 Stock Incentive Plan”), Amended and Restated 1999 Employee Stock Purchase Plan (“1999 Employee Stock Purchase Plan”), annual cash incentive plan, and other incentive compensation plans, benefit plans and equity-based plans. The Compensation Committee has the authority to retain and terminate any third-party compensation consultant and to obtain advice and assistance from internal and external legal, accounting, and other advisers. (See the Compensation Discussion and Analysis section of this Proxy Statement for information regarding the practices of the Compensation Committee, including the role of the officers and the Compensation Committee’s compensation consultant in determining or recommending the amount and form of compensation paid to the named executive officers.) The Compensation Committee is authorized to delegate its authority to subcommittees as determined to be necessary or advisable. A current version of the Compensation Committee charter is available on the Company’s website at www.trex.com/our-company/corporate-governance/committees-charters/. Nominating/Corporate Governance Committee. During 2025, the Nominating/Corporate Governance Committee was composed of five non-employee directors, all of whom meet the independence and expertise requirements of the NYSE listing standards: Ms. Robinson who is currently Chairwoman, Ms. Juster, Mr. Keffer, Ms. Lovett, and Mr. Volas. The Nominating/Corporate Governance Committee held five meetings during 2025. The Nominating/Corporate Governance Committee operates under a written charter that is reviewed annually. The Nominating/Corporate Governance Committee is responsible for recommending candidates for election to the Board and for making recommendations to the Board regarding corporate governance matters, including Board size and membership qualifications, Board committees, corporate organization, and non-employee director compensation, and for succession planning for officers and key executives, performance evaluations of the CEO and other officers, programs for training and development of executive-level employees, and stockholder proposals regarding these matters. Also, the Nominating/Corporate Governance Committee oversees the Company’s Sustainability matters that are significant to the Company and periodically reviews the Company’s Sustainability strategy, initiatives, and policies, and receives quarterly updates from management on Sustainability activities. The Nominating/Corporate Governance Committee has the authority to retain and terminate any search firm engaged to identify director candidates, and to obtain advice and assistance from outside counsel and any other advisers, as it deems appropriate in its sole discretion. The Nominating/Corporate Governance Committee is authorized to delegate its authority to subcommittees as determined to be necessary or advisable. A current version of the Nominating/Corporate Governance Committee charter is available on the Company’s website at www.trex.com/our-company/corporate-governance/committees-charters/.
Corporate Governance
| Board Risk Oversight |
Corporate Governance
Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to the Company and its stockholders. While the CEO and other members of our senior leadership team are responsible for the day-to-day management of risk, our Board is responsible for ensuring that an appropriate culture of risk management exists within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile, and assisting management in addressing specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, legal risks, regulatory risks, and operational risks. The Board believes that its current leadership structure best facilitates its oversight of risk by combining independent leadership, through an independent Lead Independent Director, independent board committees, and majority independent board composition, with an experienced Chairman and an experienced CEO who each have extensive knowledge of our business, history, and the complex challenges we face. The CEO’s in-depth understanding of these matters and involvement in the day-to-day management of the Company uniquely positions him to promptly identify and raise key business risks to the Board, call special meetings of the Board (in his capacity as President) when necessary to address critical issues, and focus the Board’s attention on areas of concern. The Chairman, Lead Independent Director, independent committee chairs, and other directors also are experienced executives who can and do raise issues for Board consideration and review, and are not hesitant to challenge management. The Board believes there is a well-functioning and effective balance between the Chairman, Lead Independent Director, independent board committees, independent board members, and the CEO, which enhances risk oversight. The Board exercises its oversight responsibility for risk both directly and through its three standing committees. Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing specific risk topics. The full Board is kept informed of each committee’s risk oversight and related activities through regular attendance at all committee meetings by all directors. Strategic, operational, and competitive risks also are presented and discussed at the Board’s quarterly meetings, and more often as needed. On at least an annual basis, the Board conducts a review of our long-term strategic plans and members of senior management report on our top risks and the steps management has taken or will take to mitigate these risks. At each quarterly meeting, or more often as necessary, our CEO provides written and/or oral reports to the Board on the critical issues we face, and each officer reports on recent developments in their respective operating area. These reports include a discussion of business risks as well as a discussion regarding enterprise risk. In addition, at each quarterly meeting, or more often as necessary, the Senior Vice President, Chief Legal Officer, Secretary and Chief Sustainability Officer (“CLO”) updates the Board on material legal and regulatory matters. The Audit Committee is responsible for reviewing the framework by which management discusses our risk profile and risk exposures with the full Board and its committees. The Audit Committee meets regularly with our CFO, independent registered public accounting firm, internal auditor, CLO, and other members of senior management to discuss our major financial risk exposures, financial reporting, internal controls, credit and liquidity risk, compliance risk, and key operational risks. The Audit Committee meets regularly in separate executive sessions with the independent registered public accounting firm and internal auditor, as well as with committee members only, to facilitate a full and candid discussion of risk and other matters. The Compensation Committee is responsible for overseeing human capital and compensation risks, including evaluating and assessing risks arising from our compensation policies and practices and ensuring executive compensation is aligned with performance. The Compensation Committee is also charged with monitoring our incentive and equity-based compensation plans, including employee benefit plans, reviewing and retaining compensation advisers, and considering the results of the non-binding advisory say-on-pay vote and determine what adjustments, if any, are necessary or appropriate for the Company to make to its compensation policies and practices in light of the results of such vote. The Compensation Committee meets regularly with the CLO and other executive officers as well as in separate sessions with the Company’s external compensation consultant to facilitate a full and candid discussion of executive performance and compensation. The Nominating/ Corporate Governance Committee oversees risks related to our overall corporate governance, including Board and committee composition, Board size and structure, Board compensation, director independence, our corporate governance profile and ratings and sustainability-related strategies, initiatives and policies. The Committee also is actively engaged in overseeing risks associated with succession planning for the Board and management.
Corporate Governance
| Sustainability Matters |
Corporate Governance
The Board of Directors, its committees and the Company's management recognize the importance of Sustainability matters and how they impact our stakeholders. During 2025, the Company continued its focus on several Sustainability initiatives that matter to our customers, employees, communities, stockholders and the environment. We believe appropriately responding to Sustainability matters is an important component of corporate social responsibility and comprehensive fiscal management. Considering the continued importance surrounding Sustainability matters, the Company is active in establishing and improving programs, practices and policies to maximize the benefit to the Company, our stockholders, employees, customers and the communities we impact. We believe that strong Sustainability programs and practices are critical to attracting the best talent, executing on our strategies, maintaining a robust supplier and channel partner base, and innovating to meet our consumers’ evolving expectations. The Company’s policies, practices and programs include engagement with external stakeholders to learn about their priorities and get their feedback; coordination of relevant company projects and initiatives; and alignment with the Company’s strategies and implementation. Further, the Board and its committees review and discuss with management matters related to human capital management, including employee engagement, compensation and benefits, business conduct and compliance, and executive succession planning. We are committed to conducting operations and activities in a manner that provides and maintains safe and healthy working conditions, protects the environment, and conserves natural resources. It is our policy that no employee shall engage in any conduct that violates any environmental, health or safety law or is otherwise inconsistent with the health and safety needs of our employees and the environmental needs of our communities. We are also committed to the continual improvement of our environmental management systems, our environmental, health and safety programs, and to the prevention of pollution. On June 30, 2025, the Company published its seventh annual Sustainability Report that highlighted several achievements including: • Commitment to Circularity: In 2024, Trex sourced over 1 billion pounds of reclaimed polyethylene (PE) film and wood scrap—including 377 million pounds of waste plastic, making Trex one of North America’s largest recyclers of PE. • Innovative Products: Trex decking and railing products are designed for durability, aesthetic appeal, and long-lasting performance, with limited warranties of up to 50 years. This extended longevity significantly reduces the need for replacements, lowering the environmental impact. Efficiency in Manufacturing: Trex maximized resource efficiency by recycling nearly 100% of its production scrap. Creating Opportunity for Employees: Trex expanded its learning and development programs and increased employee engagement. External Recognition: Trex was recognized as a Green Builder® Sustainable Brand Leader, included in Barron’s 2024 list of Top Sustainable Companies, and received the Greater Good Award for Large Business of the Year from The Top of Virginia Regional Chamber. The Company is committed to continuing its Sustainability efforts and will continue its communications with customers, employees, communities, and stockholders regarding its sustainability initiatives in the upcoming 2025 Sustainability Report. A copy of the Company’s current Sustainability report is available on the Company’s website at www.trex.com/why-trex/sustainability/. In connection with the Company’s Sustainability efforts, in addition to our Code of Conduct and Ethics, the Company has adopted a Human Rights Policy, a Vendor and Customer Code of Conduct and Ethics, an Environmental Policy, and an Occupational Health and Safety Policy. A current version of each of these policies is available on the Company’s website at www.trex.com/our-company/.
Corporate Governance
| Compensation Committee Interlocks and Insider Participation |
Corporate Governance
No member of the Compensation Committee was an officer or employee of the Company or any subsidiary of the Company during 2025. There are no interlock relationships as defined in the applicable SEC rules.
Corporate Governance
| Director Nominations Policy |
Corporate Governance
The Board has adopted a director nominations policy (the “nominations policy”). The purpose of the nominations policy is to set forth the process by which candidates for directors are selected. The nominations policy is administered by the Nominating/Corporate Governance Committee of the Board. The Board does not currently prescribe any minimum qualifications for director candidates. Consistent with the criteria for the selection of directors approved by the Board, the Nominating/Corporate Governance Committee will take into account the Company’s current needs and the qualities needed for Board service, including experience and achievement in business, finance, technology or other areas relevant to the Company’s activities; reputation, ethical character and maturity of judgment; diversity of viewpoints, backgrounds, and experiences; absence of conflicts of interest that might impede the proper performance of the responsibilities of a director; independence under SEC and NYSE rules; service on other boards of directors; sufficient time to devote to Board matters; ability to work effectively and collegially with other Board members; and diversity. In considering the diversity of candidates, the Committee considers a range of factors including an individual’s background, viewpoints, professional experience, education, and skills. In the case of incumbent directors whose terms of office are set to expire, the Nominating/Corporate Governance Committee will review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with the Company during their term. For those potential new director candidates who appear upon first consideration to meet the Board’s selection criteria, the Nominating/Corporate Governance Committee will conduct appropriate inquiries into their background and qualifications and, depending on the result of such inquiries, arrange for in-person meetings with the potential candidates. The Nominating/Corporate Governance Committee may use multiple sources for identifying director candidates, including its own contacts and referrals from other directors, members of management, and the Company’s advisers. The Nominating/Corporate Governance Committee has used in the past, and may use in the future, the services of an executive search firm to help identify candidates for directors who meet the qualifications outlined above. The search firm screens the candidates, conducts reference checks, prepares a biography of each candidate for committee review, and assists in arranging interviews. The Committee will also consider director candidates recommended by stockholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In making recommendations for director nominees for the annual meeting of stockholders, the Nominating/Corporate Governance Committee will consider any written recommendations of director candidates by stockholders received by the Secretary of the Company in accordance with the provisions of the Company’s bylaws and applicable law. The nominations policy is intended to provide a flexible set of guidelines for the effective functioning of the Company’s director nominations process. The Nominating/Corporate Governance Committee intends to review the nominations policy as it considers advisable and anticipates that modifications may be necessary from time to time as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating/Corporate Governance Committee may amend the nominations policy at any time. The Company’s bylaws provide that any stockholder wishing to nominate persons for election as directors at an annual meeting must deliver to the Secretary of the Company at the Company’s principal office in Winchester, Virginia a written notice of the stockholder’s intention to make such a nomination. The stockholder generally is required to furnish the notice no earlier than 120 days and no later than 90 days before the first anniversary of the preceding year’s annual meeting. The notice must contain the information required by the Company’s bylaws.
Corporate Governance
| Communications with the Board of Directors; Reporting Questionable Accounting, Internal Accounting Controls and Auditing Matters |
Corporate Governance
The Board welcomes communications from its stockholders and other interested parties and has adopted a procedure for receiving and addressing those communications. Security holders and other interested parties may communicate any concerns they may have about the Company directly and confidentially to either the full Board or the non-management directors as a group, or an individual director, by writing to: “Board of Directors” or “Non-Management Directors” or Name of Individual Director, Trex Company, Inc., 2500 Trex Way, Winchester, VA 22601, Attention: Secretary, or by calling the Company’s Governance Hotline (1-800-719-4916). An independent third-party vendor maintains the Governance Hotline, which is available 24 hours a day, 365 days a year. A caller wishing to be identified may indicate his or her name in the message. All calls are forwarded to the CLO/Secretary and CFO. The CLO/Secretary then reviews and forwards all communications to the Board member or members that the caller designates, except for those communications that are outside the scope of Board matters or duplicative of other communications previously forwarded to the intended recipients. The CLO/Secretary will retain copies of all communications and maintain a record of whether the communications were forwarded and, if not, the reason why not. Any individual, whether an employee or third party, may report to the Audit Committee any information relating to questionable accounting, internal accounting controls, and auditing matters by writing to Trex Company, Inc., Audit Committee Chairman, c/o Woods Rogers PLC, 901 East Byrd Street, Suite 1550, Richmond, VA 23219, or by calling the Company’s Governance Hotline. As stated above, an independent third-party vendor maintains the Governance Hotline. A caller wishing to be identified may indicate his or her name in the message. All calls are forwarded to the Chairman of the Audit Committee. If anyone wants to submit relevant records, they should be mailed to the above address.
Corporate Governance
| Shareholder Engagement |
Corporate Governance
We proactively engage with shareholders and other stakeholders throughout the year to learn their perspectives on significant issues, including company performance and strategy, corporate governance, executive compensation, and environmental, social, and governance topics. This engagement helps us better understand shareholder priorities and perspectives, gives us an opportunity to elaborate upon our initiatives and practices, and fosters constructive dialogue. We take feedback and insights from our engagement with shareholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and further share them with our Board as appropriate.
Corporate Governance
| Delinquent Section 16(a) Reports |
Corporate Governance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than 10% of the Company’s common stock to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. The reporting persons are required by rules of the SEC to furnish the Company with copies of all Section 16(a) reports they file. Based solely upon a review of Section 16(a) reports furnished to the Company for fiscal 2025 or written representations that no other reports were required, the Company believes that the foregoing reporting persons complied with all filing requirements for fiscal 2025.
Corporate Governance
| Availability of Code of Conduct and Ethics, Bylaws, Corporate Governance Principles, and Committee Charters |
Corporate Governance
We have adopted a Code of Conduct and Ethics, which is applicable to all of our directors, officers, and employees, including our CEO and CFO. We make this available on our website, at www.trex.com/our-company/corporate-governance/, and in print, to any stockholder who requests them, copies of our Code of Conduct and Ethics, our Bylaws, our Corporate Governance Principles and the Charters of each standing committee of our Board. Requests for copies of these documents should be directed to Secretary, Trex Company, Inc., 2500 Trex Way, Winchester, Virginia 22601. To the extent required by SEC rules, we intend to disclose any amendments to our Code of Conduct and Ethics, and any waiver of a provision of the code with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website referred to above within four business days following any such amendment or waiver, or within any other period that may be required under SEC rules from time to time.
Non-Employee Director Compensation
Non-Employee Director Compensation Non-employee directors of the Company receive cash and stock-based compensation under the Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors (“Outside Director Plan”). The Outside Director Plan is administered by the Nominating/Corporate Governance Committee of the Board. The Outside Director Plan provides that all equity grants issued under such Plan are issued pursuant to the 2023 Stock Incentive Plan, which was approved by stockholders at the Company’s 2023 annual meeting. The Nominating/Corporate Governance Committee is responsible for making recommendations to the Board regarding non-employee director compensation. In accordance with this authority, the Nominating/Corporate Governance Committee utilizes the Compensation Committee’s independent compensation consultant, Korn/Ferry International (“KF”), to advise the Nominating/Corporate Governance Committee on matters related to director compensation. The review conducted by the Nominating/Corporate Governance Committee in July 2024 indicated that the non-employee directors’ total annual compensation (consisting of cash and equity-based compensation) was approximately 99% of the median of the peer group (assuming a hypothetical director serves as a member of the Audit Committee and the Compensation Committee). The Nominating/Corporate Governance Committee, desiring that non-employee directors’ total annual compensation be aligned with the peer group, recommended no changes in compensation to the Board for 2025. For the hypothetical director referred to above, the total annual compensation was maintained at $222,500. The elements of the non-employee director compensation package under the Outside Director Plan are as follows: ▪ Upon initial appointment to the Board, non-employee directors receive awards of options, stock appreciation rights (“SARs”), restricted shares, restricted stock units or any combination thereof (as determined by the Nominating/Corporate Governance Committee) valued at $55,000. ▪ For service on the Board, each non-employee director receives an annual fee of $82,500, and an annual award of options, SARs, restricted shares, restricted stock units or any combination thereof (as determined by the Nominating/Corporate Governance Committee) valued at $120,000. ▪ Any non-employee director who serves as Chairman of the Board will receive an additional $85,000 annually, as Vice Chairman of the Board will receive an additional $55,000 annually, and as Lead Independent Director will receive an additional $25,000 annually. ▪ The chairman of each committee receives an annual committee fee of $20,000, unless such committee chairman also serves as Lead Independent Director, in which case such committee chairman shall receive only the Lead Independent Director fee. ▪ Each member of a committee other than the chairman receives an annual committee fee of $10,000. ▪ The annual director fee and the annual committee fees are paid in four equal quarterly installments in arrears on the first business day following each quarter of the fiscal year in which the eligible director completes board or committee service. Such fees are paid in the form of cash, provided that a director may elect to receive all or any portion of such fees in the form of a grant of options, SARs, restricted shares, restricted stock units or any combination thereof (as determined by the Nominating/Corporate Governance Committee). The fiscal year of the Outside Director Plan is July 1 through June 30. ▪ The annual grants of equity are made in arrears on the date of the first regularly scheduled Board meeting after June 30 of each year. All grants of restricted shares or restricted stock units vest one year after grant provided that the grants will immediately vest in the event of death, disability, retirement, or termination in connection with a change in control. All grants of SARs or stock options vest immediately upon grant and have a term of ten years (provided that the term is extended for one year if the director dies during the tenth year of the SAR or stock option term). Upon the termination of a non-employee director’s service for any reason (other than for cause), the director will have the right, at any time within five years after the date of termination of service and before the termination of the SAR or stock option, to exercise any SAR or stock option held by the director on the service termination date. All fees described above paid in arrears are pro-rated for any partial periods served. The Nominating/Corporate Governance Committee has elected to use restricted stock units as the form of equity described above. The Outside Director Plan is designed to deliver compensation approximately 46% in cash and 54% in equity (assuming a director does not elect to receive additional equity in lieu of cash, as described above), with the objective of appropriately balancing the pay of non-employee directors for their service while linking their compensation closely to returns to stockholders through the potential for enhanced value from future stock price appreciation. Directors are also reimbursed for actual travel expenses. The Company does not provide pensions, medical benefits, or other benefit programs to non-employee directors. In 2013, the Board adopted Stock Ownership Guidelines applicable to non-employee directors, pursuant to which each non-employee director is required to own and hold, as a minimum, that number of shares of the Company’s common stock having a market value of at least three times the director’s annual cash retainer. For purposes of the guidelines, common stock includes shares of common stock no matter how acquired (i.e., vesting of restricted shares or restricted stock units, or purchased on the open market), and unvested restricted shares and restricted stock units. Directors have five years from becoming a director to comply with the ownership requirements. Other than Ms. Tasi who joined the Board in February 2026, each director meets the current minimum requirements. In 2013, the Board also adopted, on a voluntary basis and in advance of final Dodd-Frank Act hedging rules, an Anti-Hedging and Anti-Pledging Policy that applies to non-employee directors. This policy prohibits our directors from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of Company equity (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, or exchange funds), or pledging, hypothecating, or otherwise encumbering Company equity as collateral for indebtedness. (See discussion in Compensation Discussion and Analysis under the “Stock Ownership Guidelines” and “Anti-Hedging and Anti-Pledging Policy” sections under “Additional Information on Our Program” for discussion of the Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policy as applicable to our named executive officers.)
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation The table below shows compensation paid to the non-employee directors for their service in 2025.
2025 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | SAR Awards ($) | Non-Equity Incentive Plan Compensation ($) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | James C. Cline (2) | 167,500 | 120,000 | — | — | — | — | 287,500 | | Jay M. Gratz (3) | 112,500 | 120,000 | — | — | — | — | 232,500 | | Kristine L. Juster (4) | 102,500 | 120,000 | — | — | — | — | 222,500 | | Ronald W. Kaplan (5) | 137,500 | 120,000 | — | — | — | — | 257,500 | | C. Christian Keffer(6) | 76,958 | 130,476 | — | — | — | — | 207,434 | | Gena C. Lovett (7) | 102,500 | 120,000 | — | — | — | — | 222,500 | | Melkeya McDuffie (8) | 77,054 | 128,547 | — | — | — | — | 205,601 | | Patricia B. Robinson (9) | 117,500 | 120,000 | — | — | — | — | 237,500 | | B. Andrew Rose(10) | — | 63,062 | | | | | 63,072 | | Irene Tasi (11) | — | — | — | — | — | — | — | | Gerald Volas (12) | 112,500 | 120,000 | — | — | — | — | 232,500 |
2025 Non-Employee Director Compensation
(1) Amounts represent the grant date fair value of restricted stock units granted for service in 2024 determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14, Stock-based Compensation, to the Company’s audited Consolidated Financial Statements in the 2024 Form 10-K, as filed with the SEC. (2) Mr. Cline has served as a non-executive Chairman since his retirement on April 28, 2020. Mr. Cline did not elect to receive any of his cash compensation in the form of equity. On December 31, 2025, Mr. Cline held 1,812 outstanding unvested restricted stock units. (3) Mr. Gratz served as chairman of the Compensation Committee and as a member of the Audit Committee during 2025. Mr. Gratz did not elect to receive any of his cash compensation in the form of equity. On December 31, 2025, Mr. Gratz held 1,812 outstanding unvested restricted stock units. (4) Ms. Juster served as a member of the Compensation Committee and the Nominating/Corporate Governance Committee during 2025. Ms. Juster did not elect to receive any of her cash compensation in the form of equity. On December 31, 2025, Ms. Juster held 1,812 outstanding unvested restricted stock units. (5) Mr. Kaplan served as a non-executive Vice Chairman during 2025. Mr. Kaplan did not elect to receive any of his cash compensation in the form of equity. On December 31, 2025, Mr. Kaplan held 1,569 outstanding unvested restricted stock units. (6) Mr. Keffer served as a member of the Compensation Committee and the Nominating/Corporate Governance Committee during 2025. Mr. Keffer elected to receive $25,596 of his cash compensation in the form of equity. On December 31, 2025, Mr. Keffer held 959 outstanding unvested restricted stock units. (7) Ms. Lovett served as a member of the Audit Committee and the Nominating/Corporate Governance Committee during 2025. Ms. Lovett did not elect to receive any of her cash compensation in the form of equity. On December 31, 2025, Ms. Lovett held 1,812 outstanding unvested restricted stock units. (8) Ms. McDuffie served as a member of the Audit Committee and the Compensation Committee until her resignation on October 31, 2025. Ms. McDuffie elected to receive $8,547 of her cash compensation in the form of restricted stock units. (9) Ms. Robinson served as chairwoman of the Nominating/Corporate Governance Committee, as a member of the Compensation Committee and as Lead Independent Director during 2025. Ms. Robinson did not elect to receive any of her cash compensation in the form of equity. On December 31, 2025, Ms. Robinson held 1,812 outstanding unvested restricted stock units. (10) Mr. Rose served as a member of the Audit Committee and as a member of the Compensation Committee since his appointment to the Board on December 3, 2025. Mr. Rose elected to receive $8,062 of his cash compensation in the form of equity. Mr. Rose also received a grant of restricted stock units in the amount of $55,000 upon his appointment to the Board in December 2025. On December 31, 2025, Mr. Rose held 1,578 outstanding unvested restricted stock units. (11) Ms. Tasi was appointed to the Board effective February 9, 2026. Mr. Volas served as chairman of the Audit Committee and as a member of the Nominating/Corporate Governance Committee during 2025. Mr. Volas did not elect to receive any of his cash compensation in the form of equity. On December 31, 2025, Mr. Volas held 1,812 outstanding unvested restricted stock units.
Compensation Discussion and Analysis
Effective April 28, 2026, Bryan H. Fairbanks will resign from his position as the Company’s President and Chief Executive Officer and as a director of the Board. Adam D. Zambanini, age 49, currently the Company’s Executive Vice President and Chief Operating Officer, will succeed Mr. Fairbanks as President and Chief Executive Officer and will become a director of the Board, and his initial term as a director will expire at the Annual Meeting of Stockholders in 2027. Changes to Compensatory Arrangements. In connection with these leadership changes, the Board approved the following compensation for Mr. Zambanini, to be effective as of April 28, 2026. • Annual Salary: $900,000; • Target Annual Cash Incentive as a % of Base Salary: 110%, prorated for the period of time that he spent in each role during 2026; and • 2027 Long-Term Equity Award Value as a % of Base Salary: 450%. On April 28, 2026, provided that Mr. Fairbanks timely executes, delivers, and does not revoke a release, he will be eligible for subsidized COBRA benefits at the same premium costs as apply to active employees enrolled for the same coverage through December 31, 2026, and subsidized financial consulting services. The Company also has offered to retain Mr. Fairbanks as a consultant to the Company for a period of up to 12 months, commencing on April 28, 2026 (the “Separation Date”), subject to the terms and conditions set forth in the Consulting Agreement. If Mr. Fairbanks enters into the Consulting Agreement, he will agree to be available to provide expert advice and services to the Company at the reasonable request of the Company’s then serving President and Chief Executive Officer (the “Services”). Unless the arrangement is sooner terminated by either party, Mr. Fairbanks will perform the Services until April 30, 2027 (the “Consulting Term”). As full compensation for the Services, and provided that Mr. Fairbanks timely executes, delivers, and does not revoke a release, the Company will provide Mr. Fairbanks with cash compensation in the amount of sixteen thousand six hundred sixty-six dollars ($16,666.00) per each full month during the Consulting Term, prorated for any partial month during the Consulting Term, and during the Consulting Term, Mr. Fairbanks will continue to vest in the portion of any outstanding equity awards under the Plans that Mr. Fairbanks holds as of the Separation Date (each such award an “Equity Award”), to the extent such Equity Awards are scheduled to vest during the Consulting Term. Additionally, at the end of the Consulting Term, all vested stock appreciation rights held by Mr. Fairbanks will retain their original expiration date. Any portion of any Equity Award that is unvested as of the end of the Consulting Term will be forfeited as of the end of the Consulting Term.
What person or group is responsible for determining the compensation levels of named executive officers?
What person or group is responsible for determining the compensation levels of named executive officers? The Role of the Compensation Committee. The Compensation Committee, pursuant to its charter, reviews, determines, and approves the compensation, including base salary, and annual and long-term incentive compensation, of the Company’s CEO, the other named executive officers, as well as the other officers appointed by the Board. Additionally, the Compensation Committee administers the Company’s employee benefit programs, including its 2023 Stock Incentive Plan, 2014 Stock Incentive Plan, 1999 Employee Stock Purchase Plan, annual cash incentive plan, and other incentive compensation plans, benefit plans and equity-based plans. The Role of Consultants. The Compensation Committee has the authority to retain and terminate any third-party compensation consultant and to obtain advice and assistance from internal and external legal, accounting and other advisers. The Compensation Committee has the authority to compensate its outside advisers without obtaining approval of the Board. In accordance with this authority, the Compensation Committee retained Korn/ Ferry (“KF”) in 2025 as the committee’s independent compensation consultant to advise the Compensation Committee on matters related to CEO and other officer compensation. The Compensation Committee assessed KF’s work as required under rules of the SEC and concluded that it did not raise any conflicts of interest and that KF was independent within the NYSE’s listing standards. The consultant’s assignments are determined by the chairman of the Compensation Committee. At the request of the chairman, the current consultant assists in developing the peer group of companies and compensation surveys to be used for the competitive analyses, prepares the market analysis of named executive officer compensation, prepares a financial analysis of the Company’s performance vis-à-vis the peer group and analyzes the relationship between CEO pay and company performance, constructs market competitive ranges of pay opportunity for base salaries, annual cash incentive compensation targets, and long-term equity incentive awards for named executive officers, and reviews the annual cash incentive compensation and long-term equity incentive plans for linkage to key business objectives and company performance. The consultant advises the Compensation Committee as to the compensation of executive officers of the Company, but does not recommend any specific pay level changes for executive officers. The Role of Executives. The Company’s CEO, Senior Vice President, Chief Legal Officer, Secretary and Chief Sustainability Officer (“CLO”), and Senior Vice President, Chief Human Resources Officer (“CHRO”) are actively involved in the executive compensation process. Historically, the CEO reviews the performance of each of the named executive officers (other than his own performance) and, within the defined program parameters, recommends to the Compensation Committee base salary increases and annual cash incentive compensation and long-term equity incentive awards for such individuals. He provides the Compensation Committee with both annual and long-term recommended financial performance goals for the Company that are used to link pay with performance. The CEO also provides his views to the Compensation Committee with respect to the executive compensation program’s ability to attract, retain, and motivate the level of executive talent necessary to achieve the Company’s business goals. The CLO and CHRO work with the CEO to develop the recommended base salary increases, annual cash incentive compensation levels and long-term equity incentive awards and provide analysis on the ability of the executive compensation program to attract, retain, and motivate the Company’s executive team and potential executive hires. The CEO, CLO, and CHRO attend the meetings of the Compensation Committee, but do not participate in the Compensation Committee’s executive sessions.
What are the Company’s executive compensation principles and objectives?
What are the Company’s executive compensation principles and objectives? The Compensation Committee believes that the structure of the compensation program for named executive officers should be designed to attract, motivate, and retain key talent to promote the long-term success of the Company, and to balance these objectives with a strong link to stockholder return and other measures of performance that drive total stockholder return. The Company’s overall executive compensation philosophy is that pay should be competitive with the relevant market for executive talent, be performance-based, vary with the attainment of specific objectives, and be closely aligned with the interests of the Company’s stockholders. The core principles of the Company’s executive compensation program include the following: ▪ Pay competitively: The Compensation Committee believes in positioning executive compensation at competitive levels necessary to attract and retain exceptional leadership talent. An individual’s performance and importance to the Company can result in that individual’s total compensation being higher or lower than the Company’s target market position. The Compensation Committee regularly utilizes the assistance of a compensation consultant to provide information on market practices, programs, and compensation levels. ▪ Pay-for-performance: The Compensation Committee structures executive compensation programs to balance annual and long-term corporate objectives, including specific measures which focus on financial performance, with the goal of fostering stockholder value creation in the short- and long-term. ▪ Create an ownership culture: The Compensation Committee believes that using equity compensation to instill an ownership culture effectively aligns the interests of management and the stockholders. To promote this alignment, the Compensation Committee granted equity-based compensation in 2025, which was comprised of time-based restricted stock units, performance-based restricted stock units and stock appreciation rights, to provide incentives for named executive officers to enhance stockholder value. ▪ Utilize a total compensation perspective: The Compensation Committee considers all of the compensation components — base salary, annual cash incentive compensation, long-term equity incentive compensation, and benefits and perquisites — in total. ▪ Improved financial performance: The Company aggressively pursues strategies intended to improve its financial and operational performance by expanding its product offerings, enhancing its sales channels, improving production performance, including quality, efficiency and capacity, and lowering costs. The Compensation Committee believes in utilizing a compensation program that appropriately rewards executives for the achievement of these objectives. The CEO and the Compensation Committee regularly review the executive compensation program and philosophy to assess whether the program promotes the objectives of enabling the Company to attract and retain exceptionally talented executives and to link total compensation to the Company’s ability to meet its annual financial and non-financial goals and, in the longer term, to produce enhanced levels of total stockholder return. Based on such reviews, programmatic changes have been implemented at various times to enhance consistency of the various compensation elements with the program’s philosophy.
What are the Company’s executive compensation principles and objectives?
Benchmarking: Benchmarking in comparison to a peer group of companies (the “peer group”) is one of several factors considered in the compensation process but is not in and of itself determinative. The relative position of individual named executive officers in comparison to the peer group is based on their respective competencies, experience, and performance. While the Company does not establish executive pay based solely on benchmarking data, we believe that our pay levels and practices should be within a range of competitiveness with our peer group and benchmarking provides us with an assessment of reasonableness and competitiveness. However, each individual’s actual compensation is based on numerous factors including the individual’s level of experience in the role and the annual and long-term performance of both the Company and the individual. The Compensation Committee benchmarks target total direct compensation, which consists of base salary, target annual cash incentive compensation, and the value of long-term equity incentives, to the peer group. The Compensation Committee benchmarks its named executive officer compensation because the Compensation Committee believes this is the best way to determine whether such compensation is competitive with the Company’s labor market for executive talent. Shareholder Engagement: As referenced above, in the Shareholder Engagement section of this Proxy, the Company proactively engages with shareholders and other stakeholders throughout the year. During 2025, no concerns were raised by shareholders regarding executive compensation. Peer Group: The Compensation Committee (with respect to officer compensation) and Nominating/Corporate Governance Committee (with respect to director compensation) take into account a number of factors for each potential peer group company including, but not limited to, size (revenues, market capitalization and number of employees), nature of business (business comparators and similar customer base), organizational complexity and business model (span and scope of the organization), growth over the last one and three years in revenue and EBITDA, competition for executive talent (organizations from which executives may be recruited to and from) and location. While all of the aforementioned factors are taken into account, the Compensation Committee and Nominating/Corporate Governance Committee consider the most important factors to be size, nature of business and competition for executive talent as these provide the most meaningful insight into competitive practices. In July 2024, the Compensation Committee and the Nominating/Corporate Governance Committee requested that KF review the Company’s existing peer group and KF recommended no changes. The peer group approved by the Compensation Committee and the Nominating/Corporate Governance Committee, and utilized for the executive compensation benchmarking review for 2025 compensation, was as follows:
What are the Company’s executive compensation principles and objectives?
Executive Compensation Benchmarking Study: In October 2024, KF completed an executive compensation benchmarking study. KF assessed the Company’s executive compensation program against the peer group both with respect to competitiveness and mix of the elements of compensation. KF compared the following elements of compensation of the Company against the peer group: (1) base salary; (2) target total cash compensation (base salary plus target annual cash incentive compensation); and (3) target total direct compensation (base salary plus target annual cash incentive compensation plus the value of long-term equity incentive compensation). Based on such comparison, KF determined that the Company’s respective elements of target compensation compared against the peer group (as a weighted average of the named executive officers) were as follows:
What are the Company’s executive compensation principles and objectives?
In October 2024, the Compensation Committee did approve adjustments to compensation for each named executive officer to bring their compensation close to the peer group median. As a result of the adjustments made by the Compensation Committee, KF determined that the Company’s respective elements of target compensation for 2026 compared against the peer group (as a weighted average of the named executive officers (“NEOs”)) are as follows:
What are the Company’s executive compensation principles and objectives?
In July 2025, the Compensation Committee and the Nominating/Corporate Governance Committee requested that KF review the Company’s existing peer group and KF provided the Committees with a set of considerations for change, including proposed additions and deletions to the peer group, to align more with the Company’s EBITDA, revenue and market cap while maintaining focus on business model and customers. In October 2025, with input from KF, the Company removed A.O. Smith Corporation, Floor & Decor Holdings, Inc., Lennox International Inc., and RH from the Peer Group because of financial performance. The Company also removed The Azek Company, Inc. due to its acquisition by James Hardie Industries. The Company added CSW Industrials, James Hardie Industries, Janus International Group and WD-40 Company. As a result of the changes, the new peer group for 2026 compensation consists of the following companies:
What are the Company’s executive compensation principles and objectives?
Base Salary Base salary is annual fixed cash compensation, and is a standard element of compensation, necessary to attract and retain talent, and provides fixed compensation that an employee can rely upon for his or her ordinary living expenses. Base salary is the principal non-variable element of the Company’s total compensation program. Base salaries reflect each named executive officer’s responsibilities, the impact of each named executive officer’s position, and the contributions each named executive officer delivers to the Company. Base salaries are determined by competitive levels in the market, based on the Company’s peer group and the results of executive compensation surveys, for executives with comparable responsibilities and job scope. Base salary increases, if any, are based on individual performance, market conditions, and company performance. To gauge market conditions, the Compensation Committee evaluates the peer group and market data compiled by its consultant. Base salaries are set following review of this data upon consideration of the named executive officer’s experience, tenure, performance, and potential. In December 2024, after an executive compensation benchmarking study by KF, the Compensation Committee approved increases in the 2025 base salaries for the named executive officers as shown in the table below. The increases ranged from 3.5% to 8.0%. The CEO’s increase to base salary aligned with our plan to bring compensation for our executives to the median of our peer group over a multi-year period. With those changes, our named executive officers were still below the median, including the CEO whose base salary was 6.0% below median in 2025. The base salaries of the named executive officers are as follows:
What are the Company’s executive compensation principles and objectives?
(1) Mr. Fairbanks is retiring from his position as President and Chief Executive Officer effective April 28, 2026. (2) Mr. Zambanini has been appointed President and Chief Executive Officer effective April 28, 2026. As summarized in the Leadership Transition section above, Mr. Zambanini’s 2026 Base Salary, effective April 28, 2026 will be $900,000. (3) Mr. Gandhi’s first day of employment was October 6, 2025. The amount stated above for 2025 Base Salary is his annualized base salary. (4) Ms. Lovcik’s last day of employment was August 5, 2025. The amount stated above for 2025 Base Salary is her annualized base salary. Annual Cash Incentive Compensation The annual cash incentive plan provides named executive officers with the opportunity to gain financially from the Company’s financial results that they help to generate annually. The annual cash incentive plan provides for a cash payment based on the achievement of annual corporate financial goals. We believe that it is necessary to provide annual cash incentive compensation, because short-term incentives provide an immediate benefit paid in cash based on the achievement of immediate results, thereby promoting the achievement of short-term goals. A performance-based incentive motivates management to focus on the short-term (one fiscal year) financial goals in specific targeted areas determined at the beginning of each year. For the named executive officers, the Company provides an annual cash incentive payment based 75% on achievement of a certain pretax income target, and 25% on achievement of a certain operating cash flow target, in each case excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets. Operating cash flow is defined as net cash provided by operating activities. The pretax income and operating cash flow financial performance metrics were chosen because the Compensation Committee determined that they would best measure the Company’s financial performance for the fiscal year and align management’s financial incentives to those of its stockholders. Management deems pretax earnings to be the key factor to increasing shareholder value, which is indicative of its 75% weighting toward the annual cash incentive plan. Management believes that operating cash flow complements pretax earnings to ensure the Company’s operating and strategic objectives are being adequately funded as a result of meeting its profit objectives, which is indicative of its 25% weighting towards the annual cash incentive plan. The operating cash flow financial metric also serves as a guideline to meeting management’s target capital structure. The Compensation Committee uses a sliding scale to determine both the pretax income portion of the annual cash incentive and the operating cash flow portion of the annual cash incentive. The minimum threshold for any payment under both the pretax income element and the operating cash flow element of the annual cash incentive plan for 2025 was 80% of the respective targets, which would result in a payout of 25% of the target payment, performance at target would result in a payout of 100% of the target payment, and the maximum payout was capped at 200% of the target payment if 112.5% or more of the target was achieved. Numbers falling within the ranges above are interpolated on a straight-line basis. These performance ranges were selected based upon the Company’s business judgment while acknowledging the potential variability in results given some of the unique challenges in our business. Each year, the Company determines its performance ranges based upon the best available information and makes an informed decision as to where the threshold, target, and maximum performance levels should be set. As explained in more detail below, these performance ranges were established for the 2025 plan year. Target awards are expressed as a percentage of the named executive officer’s base salary. Cash incentive targets for 2025 were 115% for the CEO, and 60% to 80% for the other named executive officers, which were unchanged from 2024. The total award to any single named executive officer was capped at 200% of the named executive officer’s targeted percentage of salary. Determination of Target Levels. The Compensation Committee believes that using pretax income and operating cash flow financial targets as the basis for the executive annual cash incentive plan effectively aligns executive interests with the interests of the Company’s stockholders. An annual cash incentive can be earned if the Company meets its financial goals as measured using pretax income and operating cash flow as adjusted to reflect core operating performance. The annual financial objectives are contained within the Company’s annual financial plan, which is approved by the Board each December prior to the start of the new fiscal year. The Company’s financial-metric based approach established for the annual cash incentive plan applies to the broader management team as well as the named executive officers and other employees to ensure that there is consistency with the essence of the “pay-for-performance” structure of the incentive plan. Calculations of Pretax Income Target and Payout for 2025. For the 2025 fiscal year, the Compensation Committee set an initial target pretax income at $319,000,000. In May 2026, the Compensation Committee updated the pretax income target to $285,000,000. The adjustment from December to May was due to the macro-economic and competitive environments at the time, including continued softness in the repair and remodel market, increased spending needed to drive consumer conversion, and tariffs which made the original targets set in December unreasonable. The Compensation Committee considered the adjusted May target challenging given these circumstances. The pretax income target set in May reflected $7,600,000 of expense related to potential aluminum tariffs. The Compensation Committee agreed that the target would be increased if the amount of actual tariffs incurred during 2025 were less than $7,600,000. The Company incurred more than $7,600,000 in tariffs, therefore there was no additional adjustment to the target due to tariffs. Furthermore, as previously discussed, the Compensation Committee specifically agreed to exclude from the actual pretax income calculation any items determined by the Committee to be extraordinary and not considered in the establishment of the pretax income target. For 2025, the Compensation Committee did not approve any adjustment to the pretax income target. If measured against the December 2024 target, achievement would have been 83% of target and would have resulted in a payment multiple of 34.6%. Versus the May 2025 target, achievement equated to 91% of target, which resulted in a payment multiple of 64.4%. This percentage was then multiplied by 75%, which is the percent weight given to the target pretax income portion of the annual cash incentive, to equal 48.3% for pretax income achievement. Calculations of Operating Cash Flow Target and Payout for 2025. For the 2025 fiscal year, the Compensation Committee set initial target operating cash flow in December 2024 at $337,000,000. For the macro-economic reasons discussed above, in May 2025, the Compensation Committee adjusted the target operation cash flow to $312,000,000. The Committee felt that this target was reasonable. This operating cash flow target set in May reflected $7,600,000 of expense related to potential tariffs. The Compensation Committee agreed that the target would be increased if the amount of actual aluminum tariffs incurred during 2025 were less than $7,600,000. The Company incurred more than $7,600,000 of tariffs, therefore the operating cash flow target for 2025 was not adjusted.
What are the Company’s executive compensation principles and objectives?
As stated above, the Compensation Committee specifically agreed to exclude from the actual operating cash flow calculation any items determined by the Committee to be extraordinary and not considered in the establishment of the operating cash flow target. For 2025, the Committee decreased operating cash flow by $676,000 representing payments lower than planned for surface flaking claims. The Committee made these adjustments because they were not anticipated in the 2025 Financial Plan which was approved by the Board in May 2025. The net effect of the adjustments described in the preceding paragraph was to decrease operating cash flow for 2025 for incentive purposes by $676,000 from $358,113,000 to $357,437,000. Against the December 2024 target, this would have equated to 106% of target and would have resulted in a payment multiple of 148.5%. When measured against the May target, this equated to 115% of target, which resulted in a payment multiple of 200%. This percentage was then multiplied by 25%, which is the percent weight given to the target cash flow portion of the annual cash incentive, to equal 50% for cash flow achievement. Total Cash Incentive Payout Percentage. As a result of the above calculations, the cash incentive for 2025 was paid to the executive officers at a rate of 98.32%, because the Pretax Income achievement was below target and the Operating Cash Flow achievement was above target, as summarized below:
What are the Company’s executive compensation principles and objectives?
| Executive Officer | 2025 Base Salary | Target Annual Cash Incentive (as a % of Base Salary) | Target Annual Cash Incentive | Annual Cash Incentive Payout Percentage | 2025 Annual Cash Incentive | | Bryan H. Fairbanks | $950,000 | 115% | $1,092,500 | 98.32% | $1,074,146 | | Adam D. Zambanini | $569,000 | 80% | $455,200 | 98.32% | $447,553 | | Prithvi S. Gandhi(1) | $560,000 | 75% | $420,000 | 98.32% | $98,446 | | Amy M. Fernandez | $466,000 | 70% | $326,200 | 98.32% | $320,720 | | Jacob T. Rudolph | $375,000 | 60% | $225,000 | 98.32% | $221,220 | | Brenda Lovcik(2) | $343,854 | - | - | - | - |
What are the Company’s executive compensation principles and objectives?
(1) Mr. Gandhi’s employment began October 6, 2025, with an annual base salary of $560,000. The amount stated above for 2025 Annual Cash Incentive is his pro-rata cash incentive for the portion of the year he was employed by the Company. (2) Ms. Lovcik’s last day of employment was August 5, 2025. The amounts stated above for 2025 Base Salary is the base salary earned by Ms. Lovcik in 2025 for the portion of the year she was employed by the Company. Plan Structure and Target Levels for 2025 Annual Cash Incentive Plan. In May 2025, the Compensation Committee established the financial targets for 2025 consistent with the Company’s internal Financial Plan approved by the Board in May 2025, with pretax income being weighted at 75% and operating cash flow being weighted at 25%. Long-Term Equity Incentive Compensation We believe that long-term equity incentive compensation provides appropriate motivational tools to achieve certain long-term company goals. The long-term equity incentive compensation plan is designed to align named executive officers’ interests with those of stockholders, motivate the named executive officer team to achieve key financial goals and reward superior performance. The design of the program helps to reduce turnover and to retain the knowledge and skills of the Company’s valued employees. In structuring the amount of long-term equity incentive compensation awards, the Compensation Committee seeks to balance such awards and the interests of the Company’s stockholders under a policy that moderates the dilutive effects of annual equity-based awards against the need to provide attractive and competitive incentive compensation. The Compensation Committee regularly makes its annual long-term equity incentive grants to named executive officers at its February meeting, with the grant date being the date of the Compensation Committee meeting at which such equity grants are approved. The Compensation Committee does not grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the filing of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information. The February meeting is scheduled accordingly. In the event the Compensation Committee determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing. Under the 2025 long-term equity incentive compensation plan of the Company, grants consist of 35% time-based restricted stock units, 50% performance-based restricted stock units, and 15% stock appreciation rights. The 2026 long-term equity incentive plan of the Company will not include any grant of stock appreciation rights, and will instead consist of 50% time-based restricted stock units and 50% performance based restricted stock units. The Compensation Committee retains discretion to adjust the target award based upon each named executive officer’s current performance and anticipated future contribution to the Company’s results, as well as upon the amount and terms of equity-based awards previously granted to the named executive officer by the Company. The Compensation Committee did not make any discretionary adjustments to a named executive officer’s target award in 2025 and has not done so for any of the named executive officers in any of the years reflected in the Summary Compensation Table. Elements of Long-Term Equity Incentive Compensation: Time-Based Restricted Stock Units. Time-based restricted stock units are similar to time-based restricted shares, with the principal difference being that with restricted stock units, the shares are not actually issued until vesting. The restricted stock units have a three-year vesting period, vesting one-third each year. The number of restricted stock units issued is based on the approved target dollar amount of the award, divided by the fair market value of the Company’s common stock on the date of the grant. Upon vesting, each restricted stock unit will equal the right to receive one share of Company stock. Time-based restricted stock units facilitate retention by providing value if the named executive officer remains with the Company over the vesting period. In addition, time-based restricted stock units provide alignment with stockholders through stock ownership, and the potential for future growth. Performance-Based Restricted Stock Units. Performance-based restricted stock units are similar to their time-based counterparts, but the number of units that will vest each year, if any, is based on Company financial performance. For 2025, the performance-based restricted stock units have a three-year vesting period, vesting one-third each year based on performance against target earnings before interest, taxes, depreciation and amortization (“EBITDA”) for one year, cumulative two years and cumulative three years, respectively, in each case excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets. ▪ For the first vesting, the target performance is planned EBITDA for the first year. ▪ For the second vesting, the target performance is cumulative planned EBITDA for the first two years, with the target EBITDA for the second year equaling the first year’s target EBITDA plus a 10% growth rate. ▪ For the third vesting, the target performance is cumulative planned EBITDA for the three years, with the target EBITDA for the third year equaling the second year’s target EBITDA plus a 10% growth rate. For 2026 awards, the performance-based restricted stock units have a three-year vesting period, vesting one-third each year based on performance against target earnings before interest, taxes, depreciation and amortization (“EBITDA”) for one year, cumulative two years and cumulative three years, respectively, in each case excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets. ▪ For the first vesting, the target performance is planned EBITDA for the first year. ▪ For the second vesting, the target performance is cumulative EBITDA for the first two years, with the target EBITDA for the second year equaling the first year’s actual EBITDA plus a pre-determined growth rate. ▪ For the third vesting, the target performance is cumulative EBITDA for the three years, with the target EBITDA for the third year equaling the second year’s actual EBITDA plus a pre-determined growth rate. The target number of performance-based restricted stock units issued is based on the approved target dollar amount of such units to be awarded, divided by the fair market value of the Company’s common stock on the date of the grant. With respect to each vesting for awards granted in 2025 (and those granted in 2026), the number of units that will vest will be between 0% and 200% of the target number of units. The Compensation Committee uses a sliding scale to determine the percentage of the target units that will vest each year. The minimum threshold for any vesting will be 80% of the EBITDA target, which will result in a payout of 25% of the target vesting, performance at target would result in a payout of 100% of the target vesting, and the maximum payout will be capped at 200% of the target vesting if 112.5% or more of the target is achieved. Numbers falling within the ranges above are interpolated on a straight-line basis.
What are the Company’s executive compensation principles and objectives?
| Executive Officer | Value of 2025 Long-Term Equity Awards | | Bryan H. Fairbanks | $4,513,000 | | Adam D. Zambanini | $1,451,000 | | Prithvi S. Gandhi(1) | $500,000 | | Amy M. Fernandez | $816,000 | | Jacob T. Rudolph | $506,000 | | Brenda Lovcik(2) | $1,146,000 |
What are the Company’s executive compensation principles and objectives?
(1) Mr. Gandhi’s first day of employment began October 6, 2025. On November 6, 2025, Mr. Gandhi received an award of time-based restricted stock units valued at $500,000, which vest on October 6, 2028. Ms. Lovcik’s last day of employment was August 5, 2025. The 2025 awards provided above were forfeited on that date. Vesting of Previously Granted Performance-Based Restricted Stock Units Based upon 2025 Performance. In March 2026, (a) one-third of performance-based restricted stock units granted in 2023 vested based on actual EBITDA performance in 2023, 2024, and 2025 (cumulative) against the EBITDA target, (b) one-third of performance-based restricted stock units granted in 2024 vested based on actual EBITDA performance in 2024 and 2025 (cumulative) against the EBITDA target, and (c) one-third of performance-based restricted stock units granted in 2025 vested based on actual EBITDA performance in 2025 against the EBITDA target. The following is a summary with respect to the vesting of performance-based restricted stock units granted in each of 2023, 2024, and 2025. Calculation of EBITDA for 2025 With respect to EBITDA for 2025, as stated above, the Compensation Committee specifically agreed to exclude from the actual EBITDA calculation any items determined by the Committee to be extraordinary and not considered in the establishment of the EBITDA target. For 2025, the Compensation Committee did not approve any exclusions. Performance-Based Restricted Stock Units Granted in 2023 As stated above, with respect to the performance-based restricted stock units granted in 2023, one-third of such units vested in March 2026 based upon actual EBITDA performance in 2023, 2024, and 2025 cumulatively against target. The target was $749,285,000 which was based upon target EBITDA of $226,370,000 in 2023 (established in December 2022), with 10% year-over-year growth for 2024 ($249,007,000) and 2025 ($273,908,000). EBITDA for 2025 was $320,918,000. As reported in the Company’s 2024 Proxy Statement, EBITDA for 2023 adjusted for extraordinary items was $322,594,000. As reported in the Company’s 2025 Proxy Statement, EBITDA for 2024 adjusted for extraordinary items was $358,858,000. Adding these numbers together, this resulted in a cumulative adjusted EBITDA for 2023, 2024, and 2025 of $1,002,370, which equated to 133.78% of target EBITDA of $749,285,000, which resulted in a payment multiple of 200%. Performance-Based Restricted Stock Units Granted in 2024 As stated above, with respect to the performance-based restricted stock units granted in 2024, one-third of such units vested in March 2026 based upon actual EBITDA performance in 2024 and 2025 cumulatively against target. The target was $748,000,000, which was based upon target EBITDA of $356,000,000 in 2024 (established in December 2023), with 10% year-over-year growth for 2025 ($392,000,000). As stated above, adjusted EBITDA for 2025 was $320,918,000. As reported in the Company’s 2025 Proxy Statement, EBITDA for 2024 adjusted for extraordinary items was $358,858,000. Adding these numbers together, this resulted in a cumulative adjusted EBITDA for 2024 and 2025 of $679,776,000, which equated to 90.88% of target EBITDA of $748,000,000 which resulted in a payment multiple of 65.80%. As stated above, with respect to the performance-based restricted stock units granted in 2025, one-third of such units vested in March 2026 based upon actual EBITDA performance in 2025 against target. The target established in December 2024 was $380,000,000. As previously discussed, due to the macro-economic environment, the target was adjusted in May 2025 to $348,000,000. EBITDA for 2025 was $320,918,000. Against the December target, this would have resulted in a 47.1% payment multiple. Against the May target, the EBITDA performance equated to 92.22% of target, which resulted in a payment multiple of 70.82%. The following table presents the number of performance-based restricted stock units granted in 2023, 2024, and 2025 that vested in March 2026 for each named executive officer:
What are the Company’s executive compensation principles and objectives?
| | 2023 | | | 2024 | | | 2025 | | | | Executive Officer | Target # of Shares | Payout % | Shares Vesting | Target # of Shares | Payout % | Shares Vesting | Target # of Shares | Payout % | Shares Vesting | | Bryan H. Fairbanks | 9,610 | 200% | 19,220 | 7,070 | 65.80% | 4,652 | 11,172 | 70.82% | 7,912 | | Adam D. Zambanini | 3,624 | 200% | 7,248 | 2,574 | 65.80% | 1,694 | 3,592 | 70.82% | 2,544 | | Prithvi S Gandhi(1) | — | — | — | — | — | — | — | — | — | | Amy M. Fernandez | 1,910 | 200% | 3,820 | 1,446 | 65.80% | 951 | 2,020 | 70.82% | 1,431 | | Jacob T. Rudolph | 1,250 | 200% | 2,500 | 868 | 65.80% | 571 | 1,253 | 70.82% | 887 | | Brenda Lovcik(2) | — | — | — | 2,031 | — | — | 2,837 | — | — |
What are the Company’s executive compensation principles and objectives?
Mr. Gandhi’s first day of employment was October 6, 2025. He did not receive any performance-based restricted stock units in 2025. (2) Ms. Lovcik’s last day of employment was August 5, 2025. Her unvested performance-based restricted stock units were forfeited on that date.
What are the Company’s executive compensation principles and objectives?
| Pay Versus Performance Disclosure |
What are the Company’s executive compensation principles and objectives?
| Most Important Financial Performance Measures for Determining NEO Compensation | | 1. Pretax Income – Pretax income is defined as income before income taxes. As discussed under the heading “Annual Cash Incentive Compensation” above, the Company’s annual cash incentive payment is weighted 75% on the achievement of a certain pretax income target. | | 2. Operating Cash Flow – Operating Cash Flow is defined as net cash provided by operating activities. As discussed under the heading “Annual Cash Incentive Compensation” above, the Company’s annual cash incentive payment is weighted 25% on the achievement of a certain operating cash flow target. | | 3. EBITDA – EBITDA is defined as earnings before interest, tax, depreciation, and amortization. As discussed under the heading “Long-Term Equity Incentive Compensation” above, the actual number of performance-based restricted stock units that vest each year is based on performance against target EBITDA for one year, cumulative two years and cumulative three years, respectively. |
What are the Company’s executive compensation principles and objectives?
In determining each of the above metrics for purposes of calculating the annual cash incentive payment and the payout percentages for performance-based restricted stock units, the Compensation Committee will exclude any items determined by the Committee to be extraordinary and not considered in the establishment of the target. Other than pretax income, operating cash flow and EBITDA, there are no other financial performance metrics utilized by the Company in Annual Cash Incentive Compensation or Long-Term Equity Incentive Compensation. The first table below illustrates the relationship between (a) the executive compensation actually paid to the PEO and the average executive compensation paid to the other named executive officers to (b) the TSR of the Company and its Peer Group. The second table below illustrates the relationship between (a) the executive compensation actually paid to the PEO and the average executive compensation paid to the other named executive officers to (b) the net income and the pretax net income of the Company. Relationship Between “Compensation Actually Paid” and Specified Financial Performance Measures Relationship Between “Compensation Actually Paid” and Total Shareholder Return As shown in the following graph, the “Compensation Actually Paid” (“CAP”) to our PEO and our other NEOs fluctuates with our TSR. Fluctuations in “compensation actually paid” amounts are affected by changes in our share price, including as a result of changes in fair value of unvested SARs, RSUs and PSUs, the value of each of which is directly connected to our share price. “Compensation actually paid” for our PEO and other NEOs rises and falls with TSR because a majority of the compensation for our PEO and our other NEOs, respectively, is equity-based compensation, the value of which is dependent on stock price performance, in line with our pay-for-performance philosophy described above. Relationship Between “Compensation Actually Paid” and Net Income and Pretax Net Income As shown in the following graph, the “Compensation Actually Paid” to our PEO and our other NEOs fluctuates with our Net Income and Pretax Income. As discussed under the heading “Annual Cash Incentive Compensation” above, the Company’s annual cash incentive payment is weighted 75% on the achievement of a certain pretax income target. Management deems pretax earnings to be the key factor to increasing shareholder value, which is indicative of its 75% weighting toward the annual cash incentive plan. Fluctuations in “compensation actually paid” amounts are affected by the annual cash incentive year-over-year, and the annual cash incentive paid to the PEO and the other NEOs in 2022 was $0, the annual cash incentive paid to the PEO and the other NEOs in 2023 was 200% of target, the annual cash incentive paid to the PEO and the other NEOs in 2024 was 113.5% of target, and the annual cash incentive paid to the PEO and the other NEOs in 2025 was 98.32% of target due to our varying levels of achievement against pre-established performance goals under our annual incentive plan and our long-term equity incentive compensation program, in line with our pay-for-performance philosophy described above.
What are the Company’s executive compensation principles and objectives?
| Pay Ratio Disclosure |
What are the Company’s executive compensation principles and objectives?
Stock Ownership Guidelines To align our officers’ and directors’ interests with those of our stockholders, the Board in December 2013 instituted Stock Ownership Guidelines (the “Guidelines”). Under the Guidelines, each executive officer is required to own and hold, as a minimum, that number of shares of the Company’s common stock having a market value of at least a stated multiple of the executive officer’s base salary. The stated multiple for the Chief Executive Officer is 3, for a Senior Vice President or Executive Vice President is 1.5, and for a Vice President is 1. For purposes of the Guidelines, common stock includes shares of common stock no matter how acquired (i.e., vesting of restricted shares or restricted stock units, or shares purchased on the open market), unvested time-based restricted shares or restricted stock units, and unvested performance-based restricted shares or restricted stock units at target levels. Executive officers have 5 years from becoming an executive officer to comply with the ownership requirements. Each named executive officer meets the current minimum requirements. Anti-Hedging and Anti-Pledging Policy The Board adopted in October 2013 a policy that prohibits our executive officers from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of Company equity (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, or exchange funds), or pledging, hypothecating, or otherwise encumbering Company equity as collateral for indebtedness. Clawback Policy The Board amended and restated in October 2023 its Recovery of Compensation for Accounting Restatements Policy (the “clawback” policy) with respect to incentive-based compensation. The clawback policy provides that in the event of a restatement of the Company’s financial results, the Compensation Committee is entitled to recover from executive officers any incentive-based compensation that would not otherwise have been awarded to such persons under the as-restated financial statements during the three years preceding the date of the restatement. A copy of our Recovery of Compensation for Accounting Restatements Policy was filed as an Exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Insider Trading Policy The Board amended and restated in February 2006 its Insider Trading Policy, which is applicable to all directors, officers and employees of the Company. This policy expressly prohibits such persons from trading, either directly or indirectly, in our securities after becoming aware of material nonpublic information related to the Company. The policy also establishes guidelines for blackout periods. Our insider trading policy provides guidance as to what constitutes material information and when information becomes public. Before any of our directors, executive officers or other covered persons identified by our insider trading policy engages in certain transactions involving Company securities, such person must obtain pre-clearance and approval of the transaction from our Chief Legal Officer. Furthermore, such individuals, including the NEOs, are only permitted to trade in the Company's securities during prescribed trading windows. The policy discusses the consequences of an insider trading violation, additional trading restrictions, and certain reporting requirements applicable to directors, officers, and designated key employees. A copy of our Insider Trading Policy was filed as an Exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Does the Company have Severance or Change in Control Agreements with its named executive officers? The named executive officers have severance agreements, which provide for certain benefits upon an involuntary termination. These agreements promote retention of high-performing individuals and also assist in recruiting and retaining key employees by providing competitive arrangements. In addition, the Company has entered into change in control agreements with the named executive officers to provide certain cash payments to the officers upon a termination following a change in control, which is in the form of a “double trigger.” In addition, such agreements provide for an acceleration of equity grants upon a change in control. Change in control agreements are designed to protect executives in the event of a change in control and provide security for executives against sudden or arbitrary termination in connection with a change in control. The provisions of each agreement were determined by analysis of peer group and market trends and practices and are set at competitive levels with industry practice. For a discussion of these arrangements, including the estimated quantification of these amounts, see the Retention, Severance and Change in Control Agreements discussion following this Compensation Discussion and Analysis. How do our decisions regarding each element affect decisions regarding the other elements? The Compensation Committee considers total cash and equity compensation when setting the compensation of executive officers. In doing so, the Compensation Committee considers the retention value of the long-term equity currently held by the executive. Based on this review, the Compensation Committee may decide to adjust one or more elements of an executive’s total compensation. The Compensation Committee aims to provide competitive total direct compensation and assesses an executive’s total compensation package when looking at the executive’s competitive standing relative to the market. Additionally, the Compensation Committee seeks to provide a competitive compensation mix, with discretion depending on factors deemed relevant to the Compensation Committee, such as individual performance, internal equity, and historical pay practices. Certain compensation decisions may specifically affect other elements of compensation. For example, because potential annual cash incentive and long-term equity incentive payouts are based on the executive’s base salary, increases in base salary also increase the amount of such payouts. What are the tax and accounting considerations that factor into decisions regarding executive compensation? We consider tax and accounting implications in determining our compensation programs. Policy on Deductibility of Named Executive Officer Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes the tax deductibility of a named executive officer’s compensation that exceeds $1,000,000 per year. The Tax Cuts and Jobs Act, which became effective as of January 1, 2018, modified Section 162(m) provisions, including the elimination of the “performance-based exception” that previously allowed certain performance-based compensation meeting specific requirements to qualify for full tax deductibility by the Company. As a result of the tax law changes, compensation paid to designated “covered executives”, including current and former named executive officers, in excess of $1,000,000 per individual will generally not be deductible, whether or not it is performance-based. Although the Compensation Committee has historically attempted to structure executive compensation to preserve deductibility, it also reserves the right to provide compensation that may not be fully deductible in order to maintain flexibility in compensating named executive officers in a manner consistent with our compensation philosophy, as deemed appropriate. The Compensation Committee believes that stockholder interests are best served by not restricting the Committee’s discretion in this regard, even though such compensation may result in non-deductible compensation expenses to the Company.
What are the Company’s executive compensation principles and objectives?
Internal Revenue Code Section 409A. The Company reviews its compensation plans and programs for compliance with Section 409A of the Internal Revenue Code and the relevant Treasury Resolutions regarding nonqualified deferred compensation. Impact of FASB ASC Topic 718. The accounting standards applicable to the various forms of long-term incentive plans under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 is one factor that the Company considers in the design of its long-term equity incentive programs. The Company monitors its FASB ASC Topic 718 expense to ensure that it is reasonable, but expense will not be the most important factor in making decisions about our long-term incentive plans. Report of the Compensation Committee of the Board of Directors of Trex Company, Inc. The Compensation Committee of the Board of Directors (the “Board”) of Trex Company, Inc. (the “Company”) has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis above, and recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s 2026 Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the U.S. Securities and Exchange Commission.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (4) | Total ($) | | Bryan H. Fairbanks (5) | 2025 | 950,000 | — | 3,836,050 | 676,950 | 1,074,146 | — | 45,022 | 6,582,168 | | President and Chief Executive | 2024 | 880,000 | — | 3,275,900 | 578,100 | 1,148,822 | — | 37,857 | 5,920,679 | | Officer | 2023 | 747,000 | — | 2,783,750 | 491,250 | 1,718,100 | — | 33,679 | 5,773,779 | | Adam D. Zambanini (6) | 2025 | 569,000 | — | 1,233,350 | 217,650 | 447,553 | — | 33,445 | 2,500,998 | | Executive Vice President and | 2024 | 550,000 | — | 1,192,550 | 210,450 | 499,488 | — | 33,345 | 2,485,833 | | Chief Operating Officer | 2023 | 484,000 | — | 1,049,750 | 185,250 | 774,400 | — | 30,231 | 2,523,631 | | Prithvi S. Gandhi (7) | 2025 | 129,231 | 200,000 | 500,000 | — | 98,446 | | 23,910 | 951,587 | | Sr. Vice President and | 2024 | — | — | — | — | — | — | — | — | | Chief Financial Officer | 2023 | — | — | — | — | — | — | — | — | | Amy M. Fernandez (8) | 2025 | 466,000 | — | 1,625,600 | 122,400 | 320,720 | — | 39,708 | 2,574,428 | | Sr. Vice President, Chief Legal Officer, | 2024 | 450,000 | — | 669,800 | 118,200 | 357,588 | — | 33,255 | 1,628,843 | | Secretary and Chief Sustainability Officer | 2023 | 420,000 | — | 553,350 | 97,650 | 588,000 | — | 31,641 | 1,690,641 | | Jacob T. Rudolph (9) | 2025 | 375,000 | — | 430,100 | 75,900 | 221,220 | | 35,167 | 1,137,387 | | Sr. Vice President and Chief | 2024 | 350,000 | — | 402,050 | 70,950 | 238,392 | — | 30,528 | 1,091,920 | | Human Resources Officer | 2023 | — | — | — | — | — | — | — | — | | Brenda Lovcik (10) | 2025 | 343,854 | — | 974,100 | 171,900 | — | — | 30,257 | 1,520,111 | | Former Sr. Vice President | 2024 | 540,000 | — | 940,950 | 166,050 | 459,756 | — | 55,991 | 2,162,747 | | and Chief Financial Officer | 2023 | 103,562 | 300,000 | 300,000 | — | 200,000 | — | 18,411 | 921,973 |
Summary Compensation Table
(1) Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14, Stock-based Compensation, to the Company’s audited Consolidated Financial Statements in the 2024 Form 10-K, as filed with the SEC. Additional information regarding the design of the long-term equity incentive compensation plan, including a description of the performance-based conditions applicable to 2025 awards, is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. (2) Grants reflect stock appreciation rights (SARs) as further described in the “Long-Term Equity Incentive Compensation” part of the “Compensation Discussion and Analysis” section of this Proxy Statement. (3) Additional information regarding the design of the annual cash incentive plan, including a description of the performance-based conditions applicable to 2025 awards, is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. (4) See the “All Other Compensation Table” below for additional information on these amounts for 2025. (5) Stock Awards to Mr. Fairbanks in 2025 include performance-based restricted stock units, for which the grant date value reported above based on performance at target is $2,256,500 and the maximum grant date value if the highest level of performance is achieved is $4,513,000. (6) Stock Awards to Mr. Zambanini in 2025 include performance-based restricted stock units, for which the grant date value reported above based on performance at target is $725,500 and the maximum grant date value if the highest level of performance is achieved is $1,451,000. (7) Mr. Gandhi’s employment began on October 6, 2025. Following his appointment Mr. Gandhi was granted time based-restricted stock units valued at $500,000. Mr. Gandhi also received a sign-on cash bonus of $200,000. (8) Stock Awards to Ms. Fernandez in 2025 include performance-based restricted stock units, for which the grant date value reported above based on performance at target is $408,000 and the maximum grant date value if the highest level of performance is achieved is $816,000. On November 6, 2025, restricted shares were granted to Ms. Fernandez under the terms of a Retention Agreement, with a grant date fair value of $932,000. The Retention Agreement is further described below under “Retention, Severance, and Change in Control Agreements.” (9) Mr. Rudolph was appointed Senior Vice President and Chief Human Resources Officer in 2023. Stock Awards to Mr. Rudolph in 2025 include performance-based restricted stock units, for which the grant date value reported above based on performance at target is $253,000 and the maximum grant date value if the highest level of performance is achieved is $506,000. Stock Awards to Ms. Lovcik included performance-based restricted stock units, for which the grant date value reported above based on performance at target was $573,000. Ms. Lovcik’s last day of employment was August 5, 2025, and pursuant to the 2023 Stock Incentive Plan all her unvested performance-based restricted stock units were forfeited on such date.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Awards; Number of Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) (3) | Options (#) (4) | Awards ($/Sh) | Awards ($) (5) | | Bryan H. Fairbanks | | 68,281 | 1,092,500 | 2,185,000 | | | | | | | | | | 2/17/2025 | | | | 5,585 | 33,514 | 67,028 | 23,460 | 20,213 | 67.33 | 4,513,000 | | Adam D. Zambanini | | 28,450 | 455,200 | 910,400 | | | | | | | | | | 2/17/2025 | | | | 897 | 10,775 | 21,550 | 7,543 | 6,499 | 67.33 | 1,451,000 | | Prithvi S. Gandhi | | 6,258 | 100,128 | 200,256 | | | | | | | | | | 11/6/2025 | | | | - | - | - | 15,664 | - | - | 500,000 | | Amy M. Fernandez | | 20,387 | 326,200 | 652,400 | | | | | | | | | | 2/17/2025 | | | | 505 | 6,060 | 12,120 | 4,242 | 3,655 | 67.33 | 816,000 | | Jacob T. Rudolph | | 14,062 | 225,000 | 450,000 | | | | | | | | | | 2/17/2025 | | | | 313 | 3,758 | 7,516 | 2,630 | 2,266 | 67.33 | 506,000 | | Brenda Lovcik | | 26,203 | 419,250 | 838,500 | | | | | | | | | | 2/17/2025 | | | | 709 | 8,510 | 17,020 | 5,957 | 5,133 | 67.33 | 1,146,000 |
Grants of Plan-Based Awards
(1) Represents threshold, target, and maximum payout levels under the annual cash incentive plan for 2025 performance. Additional information regarding the design of the annual cash incentive plan, including a description of the performance-based conditions applicable to 2025 awards, is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. (2) Represents threshold, target, and maximum payout levels (number of shares) for performance-based restricted stock units granted in 2025. Additional information regarding the design of the long-term equity incentive compensation plan, including a description of the performance-based conditions applicable to 2025 awards, is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. (3) Represents number of shares of time-based restricted stock units granted in 2025. Additional information regarding the design of the long-term equity incentive compensation plan is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. (4) Represents number of stock appreciation rights granted in 2025. Additional information regarding the design of the long-term equity incentive compensation plan is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. (5) Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14, Stock-based Compensation, to the Company’s audited Consolidated Financial Statements in the 2025 Form 10-K. Represents RSUs granted pursuant to the Retention Agreement discussed below under Retention, Severance, and Change in Control Agreements.
Outstanding Equity Awards at Fiscal-Year End
Outstanding Equity Awards at Fiscal-Year End
Outstanding Equity Awards at Fiscal-Year End
| | Option/SAR Awards | | | | Stock Awards | | | | | Executive Officer and Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) (2) (5) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) (2) (5) | Option Exercise Price ($) | Option Expiration Date (3) | Number of Shares of Stock Not Vested (#) (2) (5) | Market Value of Shares of Stock Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) (5) (6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Bryan H. Fairbanks | | | | | | | | | | 2/14/2018 | 4,832 | — | 28.11 | 2/14/2028 | — | — | — | — | | 2/13/2019 | 5,900 | — | 38.85 | 2/13/2029 | — | — | — | — | | 2/19/2020 | 5,136 | — | 50.83 | 2/19/2030 | — | — | — | — | | 2/17/2021 | 4,431 | — | 104.56 | 2/17/2031 | — | — | — | — | | 2/23/2022 | 11,062 | — | 82.01 | 2/23/2032 | — | | — | — | | 2/14/2023 | 12,045 | 6,022 | 56.80 | 2/14/2033 | 6,726 | 235,948 | 9,609 | 337,084 | | 2/19/2024 | 4,299 | 8,596 | 90.86 | 2/19/2034 | 9,897 | 347,187 | 14,138 | 495,961 | | 2/17/2025 | — | 20,213 | 67.33 | 2/19/2035 | 23,460 | 822,977 | 33,514 | 1,175,671 | | Adam D. Zambanini | | | | | | | | | | 2/15/2017 | 2,170 | — | 17.52 | 2/15/2027 | — | — | — | — | | 2/14/2018 | 4,264 | — | 28.11 | 2/14/2028 | — | — | — | — | | 2/13/2019 | 5,900 | — | 38.85 | 2/13/2029 | — | — | — | — | | 2/19/2020 | 5,136 | — | 50.83 | 2/19/2030 | — | — | — | — | | 2/17/2021 | 1,906 | — | 104.56 | 2/17/2031 | — | — | — | — | | 2/23/2022 | 3,659 | — | 82.01 | 2/23/2032 | — | — | — | — | | 2/14/2023 | 4,542 | 2,271 | 56.80 | 2/14/2033 | 2,536 | 88,963 | 3,623 | 127,095 | | 2/19/2024 | 1,565 | 3,129 | 90.86 | 2/19/2034 | 3,602 | 126,358 | 5,147 | 180,557 | | 2/17/2025 | — | 6,499 | 67.33 | 2/19/2035 | 7,543 | 264,608 | 10,775 | 377,987 | | Prithvi S. Gandhi | | | | | | | | | | 11/06/2025(7) | — | — | — | — | 15,664(7) | 549,493 | — | — | | Amy M. Fernandez | | | | | | | | | | 2/23/2022 | 1,549 | — | 82.01 | 2/23/2032 | — | — | — | — | | 2/14/2023 | 2,394 | 1,197 | 56.80 | 2/14/2033 | 1,337 | 46,902 | 1,910 | 67,003 | | 2/19/2024 | 879 | 1,758 | 90.86 | 2/19/2034 | 2,023 | 70,967 | 2,890 | 101,381 | | 2/17/2025 | — | 3,655 | 67.33 | 2/19/2035 | 4,242 | 148,809 | 6,060 | 212,585 | | 11/06/2025(8) | — | — | — | — | 29,198(8) | 1,024,266 | — | — | | Jacob T. Rudolph | | | | | | | | | | 2/15/2017 | 4,076 | — | 17.52 | 2/15/2027 | — | — | — | — | | 2/14/2018 | 2,664 | — | 28.11 | 2/14/2028 | — | — | — | — | | 2/13/2019 | 2,538 | — | 38.85 | 2/13/2029 | — | — | — | — | | 2/19/2020 | 2,230 | — | 50.83 | 2/19/2030 | — | — | — | — | | 2/17/2021 | 832 | — | 104.56 | 2/17/2031 | — | — | — | — | | 2/23/2022 | 1,679 | — | 82.01 | 2/23/2032 | — | — | — | — | | 2/14/2023 | 1,567 | 783 | 56.80 | 2/14/2033 | 875 | 30,695 | 1,250 | 43,850 | | 2/19/2024 | 528 | 1,055 | 90.86 | 2/19/2034 | 1,214 | 42,587 | 1,735 | 60,864 | | 2/17/2025 | — | 2,266 | 67.33 | 2/19/2035 | 2,630 | 92,260 | 3,758 | 131,831 | | Brenda Lovcik(9) | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal-Year End
Represents number of securities underlying unexercised stock appreciation rights (SARs). Additional information regarding the design of the long-term equity incentive compensation plan is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Company completed two-for-one stock splits payable in the form of a stock dividend on May 7, 2014 to stockholders of record on April 7, 2014, on June 18, 2018 to stockholders of record on May 23, 2018, and on September 14, 2020 to stockholders of record on August 19, 2020. The numbers shown above reflect numbers on a post-split basis. (3) The term of each SAR is 10 years. (Under the 2023 Stock Incentive Plan and 2014 Stock Incentive Plan, the term is extended by one year if the grantee dies in the tenth year of the term.) (4) The value is calculated based on the $35.08 closing price of the Company’s common stock on the NYSE on December 31, 2025, the last market trading day of the year, times the number of restricted time-based units that are unvested (and at target with respect to performance-based restricted stock units). (5) Vests in three equal annual installments beginning on (a) March 1, 2024 for awards granted in 2023, (b) March 1, 2025 for awards granted in 2024, and March 1, 2026 for awards granted in 2025. (6) Represents target number of performance-based restricted stock units that vest over a 3-year time period based on performance against target EBITDA for one year, cumulative two years and cumulative three years, respectively. Additional information regarding the design of the long-term equity incentive compensation plan, including a description of the performance-based conditions, is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. (7) Represents time-based restricted stock units granted pursuant to the 2023 Stock Incentive Plan, which vest on October 6, 2028. (8) Represents time-based restricted stock units granted pursuant to the Retention Agreement discussed in the “Retention, Severance, and Change in Control Agreements” section below. (9) Ms. Lovcik’s last day of employment was August 5, 2025. Pursuant to the 2023 Stock Incentive Plan, her unvested equity awards were forfeited on that date.
2025 Option / SAR Exercises and Stock Vested
2025 Option / SAR Exercises and Stock Vested
2025 Option / SAR Exercises and Stock Vested
| | Option Awards (1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (2) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Bryan H. Fairbanks | — | — | 41,976 | 2,589,499 | | Adam D. Zambanini | — | — | 15,502 | 956,318 | | Prithvi S. Gandhi(3) | — | — | — | — | | Amy M. Fernandez | — | — | 8,207 | 506,290 | | Jacob T. Rudolph | — | — | 5,448 | 336,087 | | Brenda Lovcik | — | — | 3,583 | 221,035 |
2025 Option / SAR Exercises and Stock Vested
(1) Represents stock appreciation awards (SARs). Additional information regarding SARs is provided in the “Long-Term Equity Incentive Compensation” part of the “Compensation Discussion and Analysis” section of this Proxy Statement. (2) The value is calculated based on a market price of $61.69 (the closing price of the Company’s common stock on March 1, 2025, the date of vesting) times the number of vested shares. Mr. Gandhi’s first date of employment was October 6, 2025.