Melanie Trent
ArcosaAbout Melanie Trent
Melanie M. Trent, age 60, has served as an independent director of Arcosa, Inc. since 2018. She brings strong legal and executive management experience with deep oil and gas industry knowledge; she holds a B.A. in Italian from Middlebury College and a J.D. from Georgetown University. At Arcosa, she chairs the Governance & Sustainability Committee, reflecting core credentials in corporate governance, compliance, and board oversight . The Board affirmatively determined she is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rowan Companies plc (now Valaris plc) | Executive Vice President, General Counsel, and Chief Administrative Officer | 2014–2017 | Senior legal and administrative leadership |
| Rowan Companies plc | Senior Vice President, Chief Administrative Officer, and Corporate Secretary | 2011–2014 | Corporate governance and administration |
| Rowan Companies plc | Vice President and Corporate Secretary | 2010–2011 | Corporate secretarial leadership |
| Rowan Companies plc | Compliance Officer and Corporate Secretary | 2005–2010 | Compliance oversight |
| Reliant Energy Incorporated | Vice President, Investor Relations | 1998–2003 | Capital markets and investor engagement |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Diamondback Energy, Inc. | Lead Independent Director | 2018–present | Board leadership (lead independent) |
| Hyliion Holdings Corp. | Director | 2023–present | External public board service |
| Noble Corporation | Director (prior) | 2021–2022 | Prior public company board |
| Frank’s International N.V. (now Expro Holding N.V.) | Director (prior) | 2019–2021 | Prior public company board |
| Houston Endowment Inc. | Chair | — | Private/non-profit leadership |
Board Governance
- Committee assignments: Chair, Governance & Sustainability (G&S) Committee; the G&S Committee met 3 times in 2024; all members are independent .
- Board/Committee activity: Arcosa held 5 board meetings and 14 committee meetings in 2024; all directors attended at least 75% of their meetings and attended the 2024 Annual Meeting .
- Independence: Board determined Trent is independent; all standing committees (Audit, G&S, HR) are 100% independent .
- Leadership: Board has an independent, non-executive Chairman (Rhys J. Best) and holds regular executive sessions of independent directors .
- Scope of G&S Committee: Director nominations, committee composition, governance principles and Code of Conduct, director compensation review, annual board/committee self-evaluations, related-person transaction oversight, and sustainability oversight .
- Policies supporting investor confidence: Majority voting for directors, proxy access, clawback policy, limits on other public company board service, prohibitions on short sales/hedging/margin accounts/pledging .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Cash fees for Board and committee service; cash may include base retainer plus chair retainer; may be deferred under Director Deferred Plan . |
| Committee Chair Retainer (G&S) | $15,000 | Additional annual director compensation schedule (G&S Chair) . |
| Additional Meeting Fee | $2,000 per additional meeting | Payable beginning with the second non-regular meeting; applies to Board/committees . |
| Director Deferred Plan (optional) | 5% interest equivalent or phantom stock units | Directors can elect to defer cash fees; phantom units settle in cash; dividend equivalents credited on phantom units . |
| All Other Compensation | $5,000 | Matching gifts program max per year; Trent participated . |
Director Compensation (total): Stock awards $130,041; cash fees $125,000; other $5,000; total $260,041 .
Annual equity award mechanics: Granted following Annual Meeting (May 8, 2024), one-year cliff vesting on May 8, 2025; restricted stock or deferred RSUs at director’s election .
Performance Compensation
| Item | Structure | Metrics/Conditions | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity grant | Restricted stock or deferred RSUs | No performance conditions disclosed for director grants | One-year cliff vest | Equity awards granted after Annual Meeting; shares determined by closing price on grant date . |
| Dividend treatment on director RSUs | Deferred RSUs vest then convert; unvested TBRSUs accrue dividend equivalents; PBRSUs do not | Not performance-based for directors | As above | Company policies on dividend equivalents and deferrals apply; director awards are not PBRSUs . |
Other Directorships & Interlocks
| Counterparty | Relationship Type | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|---|
| Diamondback Energy (FANG) | External public company board | Lead Independent Director | No Arcosa-related transactions disclosed; Board policy reviews related-person transactions; none in 2024 . |
| Hyliion Holdings (HYLN) | External public company board | Director | No Arcosa-related transactions disclosed; hedging/pledging prohibited; independence affirmed . |
Related-party transactions: None required to be disclosed under Item 404 in 2024; G&S Committee oversees and must approve any such transactions, considering independence impacts and market terms .
Expertise & Qualifications
- Legal, compliance, and corporate governance leadership from senior roles at Rowan/Valaris; oil and gas industry knowledge; executive management experience .
- Board-level governance experience, including chairing Arcosa’s G&S Committee; responsibilities encompass nominations, governance frameworks, evaluations, director pay, and sustainability oversight .
- Broader board leadership as lead independent director at Diamondback and director at Hyliion .
Equity Ownership
| Ownership as of March 21, 2025 | Amount | Percent of Class | Notes |
|---|---|---|---|
| Common shares beneficially owned | 17,263 | <1% | Beneficial ownership table; less than one percent . |
| Right to acquire within 60 days (RSUs) | 9,660 | — | RSUs counted for beneficial ownership within 60 days . |
| Restricted stock/RSUs outstanding (12/31/2024) | 9,660 | — | Outstanding director restricted stock/RSUs totals . |
| Pledging/Hedging | Prohibited | — | Company policy prohibits short sales, hedging, margin accounts, and pledging; no directors/officers had shares pledged . |
| Stock Ownership Guideline | 5x annual Board cash retainer | — | All directors have met or are on track within 5 years . |
Governance Assessment
- Board effectiveness: Trent chairs a fully independent G&S Committee responsible for nominations, governance policies, director compensation, annual self-evaluations, and sustainability—key levers for board quality. 2024 committee activity indicates engagement (3 meetings), and overall board attendance standards were met; executive sessions and majority voting strengthen accountability .
- Independence and alignment: Independence affirmed; robust ownership guidelines (5x retainer), equity grants with one-year vesting, and prohibitions on hedging/pledging support alignment with shareholders. Beneficial ownership and RSUs indicate skin-in-the-game without pledging risk .
- Conflicts/related-party exposure: External board service at Diamondback and Hyliion is disclosed; no related-person transactions in 2024. Policy requires G&S Committee approval of any such transactions, reducing conflict risk .
- Director compensation: Cash fees ($125k) plus equity ($130,041) and matching gifts ($5k) result in a balanced cash/equity mix; chair retainer ($15k) is consistent with role. Deferral options and phantom stock units exist but are settled in cash, limiting opportunistic timing risks .
RED FLAGS
- None disclosed: No related-person transactions; no pledging; independence affirmed; attendance thresholds met .
Contextual signal: 99% say-on-pay approval in 2024 reflects broad shareholder support for compensation practices, reinforcing overall governance credibility, though this relates to NEO pay rather than director compensation .