Adam D. Zambanini
TREX COAbout Adam D. Zambanini
Adam D. Zambanini (age 48) is Executive Vice President and Chief Operating Officer of Trex Company, Inc., a role he has held since October 25, 2023; he previously served as President of Trex Residential Products (July 2018–Oct 2023) and earlier held senior marketing roles at Trex (2005–2018). He holds a B.S. in mechanical engineering from Penn State University and an MBA from Averett University . During his tenure in senior leadership, Trex delivered FY2024 net sales of $1.2B (+5.2% y/y), EBITDA of $360M (+10.4% y/y) with EBITDA margin of 31.3% and FY2024 net income of $226M (+10.2% y/y); TSR indexed to 2019=100 was 153.6 in 2024, reflecting multi-year value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trex Company | Executive Vice President & Chief Operating Officer | Oct 2023–Present | Oversees company operations and execution |
| Trex Company | President, Trex Residential Products | Jul 2018–Oct 2023 | Led residential products business |
| Trex Company | Vice President, Marketing | Jan 2011–Jul 2018 | Directed marketing for Trex brand/product portfolio |
| Trex Company | Director, Marketing | Sep 2005–Dec 2010 | Senior marketing leadership |
| Rubbermaid Commercial Products | Product Manager | Jan 2000–Sep 2005 | Product management in building-products adjacencies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Rubbermaid Commercial Products | Product Manager | Jan 2000–Sep 2005 | Prior employment before Trex |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 468,000 | 484,000 | 550,000 | 569,000 |
| Target Annual Bonus (% of Salary) | 80% | 80% | 80% | 80% (unchanged program mechanics noted) |
| Actual Annual Bonus Paid ($) | — (no payout) | 774,400 | 499,488 | — |
Notes: 2024 annual cash incentive paid at 113.52% of target for all NEOs (mechanics below) .
Performance Compensation
Annual Cash Incentive Mechanics (2024)
| Metric | Weight | Target | Actual (Adjusted) | Achievement vs Target | Payout Multiple | Weighted Contribution |
|---|---|---|---|---|---|---|
| Pretax Income | 75% | $300.0M (target increased by $8M due to zero aluminum tariffs) | $301.309M (adjusted for extraordinary items) | 100.4% | 103.5% | 77.6% |
| Operating Cash Flow | 25% | $218.0M (target increased by $8M due to zero aluminum tariffs) | $229.862M (adjusted) | 105.0% | 143.5% | 35.9% |
| Total Payout | — | — | — | — | — | 113.52% (77.6% + 35.9%) |
Threshold/Max: 80% threshold = 25% payout; ≥112.5% = 200% payout; straight-line interpolation .
Long-Term Equity Incentives (grants and structure)
- Mix: 35% time-based RSUs (3-year, 1/3 vesting annually), 50% performance-based RSUs (PSUs; 3 annual tranches against EBITDA targets: 1-year, cumulative 2-year, cumulative 3-year), 15% Stock Appreciation Rights (SARs; 3-year 1/3 vesting; 10-year term; grant price = market close on grant date) .
- Adam Zambanini grant values: 2023 LT equity $1,235,000; 2024 $1,403,000; 2025 $1,451,000 .
PSUs – 2025 Vesting Outcomes (based on EBITDA targets)
| Grant Year | Target # Shares | Payout % | Shares Vested (Mar 2025) |
|---|---|---|---|
| 2022 | 1,680 | 0% (cumulative 2022–2024 EBITDA at 68.04% of target) | 0 |
| 2023 | 3,624 | 200% (cumulative 2023–2024 EBITDA at 143.35% of target) | 7,248 |
| 2024 | 2,574 | 106.42% (2024 EBITDA at 100.80% of adjusted target) | 2,739 |
EBITDA adjustments: 2024 EBITDA adjusted down by $1.486M (surface flaking reserve release exclusion) to $358.858M; 2024 target increased by $8M to $356.0M due to zero tariffs .
SARs – 2024 Grant Details
| Grant Date | SARs Granted (#) | Exercise/Base Price ($/Sh) | Vesting | Term |
|---|---|---|---|---|
| Feb 19, 2024 | 4,694 | 90.86 | 1/3 per year over 3 years | 10 years |
2024 Equity Vesting (actual RSU shares and values)
| Date | Shares Vested (#) | Price ($) | Value ($) |
|---|---|---|---|
| Feb 17, 2024 | 735 | 90.86 | 66,809 |
| Feb 21, 2024 | 894 | 90.93 | 81,299 |
| Mar 1, 2024 | 10,961 | 94.61 | 1,036,986 |
| Total 2024 RSU Vesting | 12,590 | — | 1,185,094 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (Mar 10, 2025) | 232,404 shares (includes 33,226 unvested RSUs and 29,142 SARs exercisable within 60 days; excludes 11,899 SARs not scheduled to vest within 60 days) |
| Ownership as % of outstanding | Less than 1% |
| Unvested time-based RSUs at 12/31/24 | 1,176 (2022 grant), 5,073 (2023 grant), 5,404 (2024 grant) |
| Target PSUs unearned at 12/31/24 | 1,680 (2022), 7,247 (2023), 7,721 (2024) |
| SARs outstanding (exercisable/unexercisable) | 2,440/1,219 (2022 grant, $82.01), 2,271/4,542 (2023 grant, $56.80), —/4,694 (2024 grant, $90.86) |
| Stock ownership guidelines (EVP/SVP multiple) | 1.5× base salary; all NEOs meet guidelines |
| Anti-hedging and anti-pledging policy | Executives prohibited from hedging or pledging company equity |
| Insider trading policy | Pre-clearance required; trades only in prescribed windows |
Employment Terms
Severance Agreements (involuntary termination without cause / resignation for good reason)
- Benefits: Lump sum = 1× (base salary + greater of target prior-year bonus or prior-year actual bonus), plus prior-year earned incentive if unpaid; accelerated vesting of all outstanding equity (PSUs vest at target); up to 12 months health/dental continuation; Section 409A timing safeguards .
- Estimated benefits (as of 12/31/24):
- Involuntary termination: Cash $1,324,400; benefits $21,981; intrinsic value of equity awards $1,983,447; total $3,329,828 .
Change-in-Control (CIC) Agreements (double-trigger)
- Benefits on termination within 90 days before to 2 years after CIC: Lump sum = 1.5× (base salary + greater of target bonus measured per agreement), pro-rata current-year target bonus, 18 months health/dental/life continuation; equity awards vest at target whether or not employment loss occurs; excise tax cutback to avoid 4999 tax; 409A compliance .
- Estimated benefits (as of 12/31/24):
- Termination in connection with CIC: Cash $2,426,600; benefits $34,187; intrinsic value of equity $1,983,447; outplacement $25,000; total $4,469,234 .
Clawback
- Compensation recovery policy (Oct 2023) for incentive-based compensation upon accounting restatements, three-year lookback .
Compensation & Incentives
Summary Compensation (reported)
| Year | Salary ($) | Stock Awards ($) | Option/SAR Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 468,000 | 702,950 | 124,050 | — | 459,704 | 1,754,704 |
| 2023 | 484,000 | 1,049,750 | 185,250 | 774,400 | 30,231 | 2,523,631 |
| 2024 | 550,000 | 1,192,550 | 210,450 | 499,488 | 33,345 | 2,485,833 |
Pay-for-Performance Architecture
- Annual: 75% pretax income, 25% operating cash flow; threshold 80% (25% payout), target 100% (100% payout), max ≥112.5% (200% payout) .
- Long-term: PSUs tied to annual and cumulative EBITDA over 3 years with same threshold/target/max framework; time-based RSUs and SARs vest one-third per year .
Say-on-Pay & Peer Group
- Say-on-Pay approval: 92% of votes cast at 2024 annual meeting ; 91% at 2023 meeting .
- Compensation peer group (unchanged in 2024): AAON, A.O. Smith, Advanced Drainage Systems, Allegion, Armstrong World Industries, Cavco, Eagle Materials, Floor & Decor, Fortune Brands Innovations, Griffon, Hayward Holdings, Helen of Troy, Lennox, Louisiana-Pacific, RH, Simpson Manufacturing, The AZEK Co., Yeti .
- Target positioning vs peers (weighted average NEOs): 2024 base salary 93.77%, TTC 94.89%, TDC 94.04%; 2025 base salary 94.33%, TTC 93.81%, TDC 98.24% of peer median .
Performance & Track Record
- FY2024 financials: Net sales $1.2B (+5.2% y/y); net income $226M (+10.2% y/y); EBITDA $360M (+10.4% y/y); EBITDA margin 31.3% (+150 bps y/y) .
- TSR (value of initial fixed $100 investment): 2024 Trex $153.60; peer-group $218.00; prior years provided in pay-vs-performance disclosure .
Related Party Transactions
- No related party transactions to report for fiscal 2024 .
Risk Indicators & Policies
- Anti-hedging/pledging in place for executives; insider trading policy with pre-clearance and windows .
- Compensation risk review: Company concludes policies/practices are not reasonably likely to have a material adverse effect .
Investment Implications
- Alignment: Material portion of compensation is performance-based with multi-year PSUs tied to EBITDA, supporting long-term value creation; ownership guidelines and anti-pledging policy reinforce alignment .
- Vesting cadence and potential selling pressure: Regular annual vesting of RSUs/SARs (e.g., 12,590 RSUs vested in 2024 totaling $1.185M for Zambanini) could create periodic liquidity events; any disposals will be reported via Form 4 and subject to insider trading windows .
- Retention/transition risk: Severance provides 1× salary+bonus and accelerated vesting; CIC double-trigger with 1.5× salary+bonus and accelerated vesting may reduce volatility in executive transitions but increases payout obligations in M&A scenarios .
- Pay discipline: Strong say-on-pay support (92% in 2024) and benchmarking to peer medians suggest manageable pay inflation risk; continued use of EBITDA, pretax income, and cash flow as metrics aligns incentives to profitable growth .