Raelyn A. Trende
About Raelyn A. Trende
Raelyn A. Trende, age 49, has served as Executive Vice President and Chief Human Resources Officer (CHRO) of Apogee Enterprises since July 29, 2024. She previously led global talent acquisition, HR technology, analytics, and PMO at Medtronic; was Senior Vice President of Human Resources at OptumHealth (UnitedHealth Group); and held HR leadership roles at Target and Cargill . In fiscal 2025, Apogee reported net sales of $1.36B, diluted EPS of $3.89, operating income of $118.1M, operating margin of 8.7%, and annualized TSR of -14.65% (1-yr), 12.08% (5-yr), 2.22% (10-yr), which frame the pay-for-performance context for executives, including the CHRO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic | VP, Global Talent Acquisition; HR Technology, Analytics, PMO | Not disclosed | Led global TA and HR tech/analytics, indicating enterprise-scale people systems leadership |
| OptumHealth (UnitedHealth Group) | Senior Vice President of Human Resources | Not disclosed | Senior HR leadership in a complex, regulated healthcare services environment |
| Target Corporation | HR leadership roles | Not disclosed | Big-box retail HR leadership; talent and operations exposure |
| Cargill | HR leadership roles | Not disclosed | Global industrial/agribusiness HR experience |
External Roles
No public-company board or external director roles were disclosed in Apogee’s filings reviewed for fiscal 2025 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base Salary | $410,000 | Established upon joining in FY2025; no FY2025 increase |
| Sign-on Bonus | $200,000 | Included in “Bonus” column; subject to repayment if departure within 12 months |
| All Other Compensation (Total) | $6,757 | Comprised of $1,320 ESPP matching and $5,437 dividends accrued on stock awards |
Performance Compensation
Annual Cash Incentive (FY2025)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Company financial goals per annual operating plan | Not disclosed | 35% of salary (target payout as % of salary) | Guaranteed payout at 100% of target per offer letter | $143,500 (reflects 35% of $410,000) | Cash payout per annual plan |
Note: One section of the proxy describes Ms. Trende’s target cash incentive as 60% of base salary per her offer letter, but the FY2025 annual incentive ranges table shows 35% target; actual payout recorded was $143,500 (35% of $410,000) .
Long-Term Incentive – Restricted Stock (FY2025 grants)
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Grant Price | Vesting Schedule |
|---|---|---|---|---|---|
| New-hire inducement RS | 7/29/2024 | 7,024 | $475,033 | $67.63 | 50% at 12 months; remaining 50% at 24 months from hire |
| Annual LTI RS | 7/29/2024 | 3,637 | $245,970 | $67.63 | Generally vests in 3 equal annual installments starting April 30 following grant |
| Total FY2025 RS (display) | 7/29/2024 | 10,661 | $721,003 | $67.63 | See schedules above |
Long-Term Incentive – Performance Awards (FY2025–FY2027 cycle)
| Element | Value/Terms |
|---|---|
| Target award value (cash+units) | $246,019 target; $123,043 threshold; $492,038 maximum (60% of salary at target) |
| Performance metrics | 3-year cumulative Adjusted Diluted EPS (60% weight; target $16.04) and 3-year average Adjusted ROIC (40% weight; target 14.20%) |
| Unit targets (PSUs) | Threshold 910; Target 1,819; Max 3,638 PSUs |
| Settlement | 50% in cash, 50% in stock at end of period; payout varies by performance |
| Status | In progress; pays out after FY2027 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 4/28/2025) | 16,360 shares; less than 1% of class | Company had 21,573,126 shares outstanding; class % shown as “*” (<1%) in proxy |
| Restricted stock held | 16,160 shares (subject to vesting) | Holders of restricted stock have no investment power; vesting conditions apply |
| ESPP shares | 200 shares | Employee Stock Purchase Plan holdings |
| Ownership guidelines | 2x annual base salary required for Ms. Trende’s level | Unvested RS counts toward guidelines; executives have 5 years to comply |
| Compliance status | On pace within 5-year period; all active NEOs compliant or within grace period as of 4/28/2025 | |
| Hedging / pledging | Prohibited; none of NEOs have pledged shares | Board-adopted anti-hedging and anti-pledging policies |
Insider trading controls: Executive officers must trade only in quarterly windows with preclearance; blackout periods apply; approved transactions must be completed within 3 trading days .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Effective July 29, 2024 as EVP & CHRO; offer letter established base salary and incentives |
| Base salary | $410,000 initial |
| Sign-on bonus | $200,000; subject to repayment if departure within first 12 months |
| Annual incentive | Offer letter references target cash incentive; FY2025 payout guaranteed at 100% of target |
| New-hire equity | $475,000 restricted shares; 50% vest at 12 months, remainder at 24 months |
| CIC Severance Agreement | Double trigger; 2x salary + 2x annual cash incentive at target; 24 months medical/dental; legal fee reimbursement; accelerated vesting of RS; performance awards adjusted at CIC; best-net-benefit cut to avoid excise tax; no tax gross-ups |
| Illustrative CIC amounts (as of 2/28/2025) | Cash severance $1,312,000; health insurance $52,666; RS acceleration $511,088; performance awards $210,203; total $2,085,957 |
| Non-compete / non-solicit | Post-termination restrictions for 12–24 months following termination |
| Agreement renewal | CIC agreements auto-renew annually through Dec 31 unless terminated before any CIC |
| Clawback policy | Incentive compensation recovery policy adopted Oct 2, 2023; applies to awards on/after that date |
| Perquisites | Limited perqs: financial/estate planning reimbursement up to $2,000; relocation; exec physical up to $3,000; spousal travel; no tax gross-ups on perqs |
Compensation Structure Analysis
- Mix and risk: Other NEOs average target mix is 33% base, 21% annual incentive, 46% long-term (split between RS and performance awards), aligning pay with multi-year performance and retention via vesting .
- Metrics and rigor: LTI metrics added Adjusted Diluted EPS in FY2025 (60% weight) to balance ROIC (40%); annual incentives tied to pre-set operating plan goals, with payout curve from 0–200% and threshold requirements .
- FY2025 outcome: Ms. Trende’s annual cash incentive was paid at 100% of target per offer letter, with the FY2025 table indicating a 35% target of salary and recorded payout of $143,500; proxy text also references 60% target in the offer letter—actual payout aligns to 35% .
- Equity emphasis: New-hire and annual RS grants plus PSUs create multi-year retention and alignment; RS dividends accrue but are paid only upon vesting .
Governance and Shareholder Signals
- Compensation Committee: Patricia K. Wagner (Chair), Lloyd E. Johnson, Elizabeth M. Lilly, Herbert K. Parker, Mark A. Pompa; CD&A reviewed with independent compensation consultant .
- Say-on-Pay: 97.12% approval at 2024 Annual Meeting; no program changes in response .
- Policies: Strong anti-hedging/anti-pledging; clawback updated for SEC/Nasdaq rules; stock ownership guidelines with progress monitoring .
Investment Implications
- Alignment: Double-trigger CIC terms, robust anti-hedging/anti-pledging, and ownership guidelines (2x salary) support shareholder alignment; Ms. Trende is on pace toward compliance and holds material unvested RS that vest over the next 12–24 months, moderating near-term selling pressure .
- Incentive design: LTI metrics (EPS and ROIC) directly tie pay to value creation and capital discipline; FY2025 annual incentive was guaranteed at target due to onboarding, but future payouts should reflect operating performance under disclosed curves .
- Retention risk: Inducement grant with front-loaded vesting (12/24 months) and three-year RS/PSU schedules create staggered vesting that reduces turnover risk; CIC protections and non-compete/non-solicit (12–24 months) further stabilize leadership continuity .
- Trading signals: Restricted trading windows and preclearance requirements, combined with no pledging and clawback policies, limit opportunistic insider selling; monitor Form 4 activity around vesting dates (e.g., July 29 anniversaries and April 30 RS schedules) for potential supply dynamics .