Amy M. Fernandez
TREX COAbout Amy M. Fernandez
Senior Vice President, Chief Legal Officer and Secretary of Trex since October 25, 2023; joined Trex on December 7, 2021 and progressed through VP and General Counsel roles before her current position . Age 48; BS in Mechanical Engineering (University of Pennsylvania) and JD (Dickinson School of Law) . Pay-for-performance alignment: annual incentives weighted 75% pretax income and 25% operating cash flow, with PSUs vesting against 1-, 2-, and 3-year EBITDA targets (80% threshold; 200% max at ≥112.5%) . Company performance context during her tenure: Total Shareholder Return (value of $100) was $153.60 in 2024 and $184.22 in 2023; Net Income $226.392M in 2024 and $205.384M in 2023; Pretax Net Income $304.198M in 2024 and $276.200M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Luigi Lavazza S.p.A | General Counsel, Lavazza Professional and Lavazza Americas | 2018–2021 | Led legal for regional businesses |
| Mars Inc. | Legal leadership; Associate General Counsel, Mars Wrigley Confectionery, Global Drinks and Food Americas | 2015–2018 | Supported multi-brand, multi-region operations |
| Armstrong World Industries | Vice President, Chief Intellectual Property Counsel | 2012–2015 | Directed IP strategy |
| Colgate-Palmolive | Chief Patent Counsel, Toothbrushes and Packaging | 2008–2012 | Managed IP for product lines |
External Roles
No current public company directorships disclosed for Fernandez; Trex’s proxy lists directors separately and does not include her as a director .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $420,000 | $450,000 |
| Target Bonus (% of Salary) | 70% | 70% |
| Actual Annual Cash Incentive ($) | $588,000 | $357,588 |
| All Other Compensation ($) | $31,641 | $33,255 |
| Total ($) | $1,690,641 | $1,628,843 |
All Other Compensation breakdown (2023): 401(k) match $18,300; car allowance $9,000; life insurance $666; executive physical $3,675; total $31,641 .
Performance Compensation
Annual Cash Incentive Mechanics
- Metrics, weights, and payout curve: Pretax Income (75%) and Operating Cash Flow (25%); threshold 80% pays 25%, target 100% pays 100%, max 200% at ≥112.5%; straight-line interpolation .
- 2023 payout result: 200% of target due to both metrics ≥112.5% .
- 2024 payout result: 113.52% of target; Pretax Income achieved 100.4% (103.5% factor), OCF achieved 105% (143.5% factor) .
| Year | Metric | Weight | Target | Actual for Incentive | Payout Factor | Weighted Contribution |
|---|---|---|---|---|---|---|
| 2023 | Pretax Income | 75% | $172,162,000 | $272,400,000 | 200% | 150.0% |
| 2023 | Operating Cash Flow | 25% | $224,182,000 | $389,581,000 | 200% | 50.0% |
| 2023 | Total | — | — | — | — | 200.0% |
| 2024 | Pretax Income | 75% | $300,000,000 | $301,309,000 | 103.5% | 77.6% |
| 2024 | Operating Cash Flow | 25% | $218,000,000 | $229,862,000 | 143.5% | 35.9% |
| 2024 | Total | — | — | — | — | 113.52% |
Long-Term Equity Incentives (Design and Recent Grants)
- Mix: 35% time-based RSUs; 50% PSUs; 15% SARs (10-year term; 3-year ratable vest) .
- PSUs vest one-third each year based on EBITDA targets for 1-year, 2-year cumulative, and 3-year cumulative periods; 80% threshold (25% payout) to 112.5%+ (200% payout) .
- Fernandez’s LTI award values: 2023 $651,000; 2024 $788,000; 2025 $816,000 .
| Grant (Award Year) | Time-based RSUs (#) | PSUs Target (#) | SARs (#) | SAR Strike ($) | Total Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Feb 19, 2024 | 3,035 | 4,336 | 2,637 | $90.86 | $788,000 |
| Feb 2025 | — | — | — | — | $816,000 |
| Feb 2023 | — | — | — | — | $651,000 |
EBITDA adjustments: For 2023 PSU vesting calculations, Compensation Committee excluded $3.8M (gain from surface flaking reserve), reducing EBITDA from $326.394M to $322.594M .
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| Item | Value |
|---|---|
| Shares Outstanding (Mar 10, 2025) | 107,219,921 |
| Fernandez Beneficial Ownership (incl. exercisable within 60 days) | 31,757 shares; less than 1% |
| Composition of beneficial ownership (as of Mar 10, 2025) | Includes 18,462 unvested RSUs and 4,822 SARs exercisable; excludes 6,610 SARs not scheduled to vest within 60 days |
| Stock Ownership Guidelines | SVP/EVP minimum 1.5x salary; each NEO meets current minimum requirements |
| Anti-Hedging/Pledging Policy | Executives prohibited from hedging or pledging company equity |
Outstanding Equity Awards (12/31/2024)
| Grant Date | SARs Exercisable (#) | SARs Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | Unearned PSUs (#) | PSU Market/Payout Value ($) |
|---|---|---|---|---|---|---|---|---|
| 2/23/2022 | 1,033 | 516 | 82.01 | 2/23/2032 | 499 | $34,446 | 711 | $49,080 |
| 2/14/2023 | 1,197 | 2,394 | 56.80 | 2/14/2033 | 2,674 | $184,586 | 3,820 | $263,695 |
| 2/19/2024 | — | 2,637 | 90.86 | 2/19/2034 | 3,035 | $209,506 | 4,336 | $299,314 |
Note: Values calculated at $69.03 year-end stock price (12/31/2024) .
Vesting schedule mechanics: RSUs vest one-third annually over three years; SARs vest one-third annually over three years; PSUs vest one-third annually subject to EBITDA targets (80% threshold; 200% cap at ≥112.5%) .
Employment Terms
| Provision | Details |
|---|---|
| Employment timeline | Joined Trex Dec 7, 2021; SVP, CLO & Secretary since Oct 25, 2023 |
| Severance (without cause / good reason) | Lump sum equal to earned base + accrued vacation + prior-year incentive (if unpaid); plus 1x (CEO 2x) of base salary + greater of target prior-year incentive or prior-year actual; 12 months benefits; accelerated vesting of equity (PSUs at target) |
| Change-in-Control (double trigger) cash | Pro-rated current-year target bonus; plus 1.5x (CEO 2.99x) of base salary + greater of target incentive (prior year or year of termination) or prior-year actual; 18 months benefits |
| Equity acceleration on CIC | All outstanding long-term equity awards vest at target upon a change in control (single-trigger for equity) |
| Agreement term | Current term ends Aug 1, 2026; auto-renews for successive 3-year periods unless terminated with ≥1 year notice |
| Clawback | Amended Oct 2023 recovery policy for incentive comp in case of restatement (3-year lookback) |
| Insider Trading Policy | Pre-clearance required; trading only in prescribed windows; policy filed with 2023 Form 10-K |
Quantified Severance Illustrations (as of 12/31/2024):
- Involuntary termination (Fernandez): Cash $1,038,000; Benefits $18,050; Intrinsic value of equity $1,069,906; Total $2,125,956 .
- Termination in connection with Change in Control (Fernandez): Cash $1,872,000; Benefits $28,155; Equity $1,069,906; Outplacement $25,000; Total $2,995,061 .
Compensation Structure Analysis
- Shift in mix toward equity with PSUs and SARs: LTI awards split 50% PSUs, 35% RSUs, 15% SARs; strengthens performance linkage and retention .
- Annual incentives remained unchanged year-over-year for NEOs (60–80% of salary; 70% for Fernandez), while payout moved from 200% in 2023 to 113.52% in 2024, reflecting performance moderation against tightened targets .
- Equity acceleration on change-in-control without employment loss (single-trigger for equity) is a governance red flag that could weaken retention post-transaction and create misalignment with shareholder outcomes .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 92% of votes cast supported NEO compensation, indicating broad shareholder acceptance of pay design .
Investment Implications
- Alignment and incentives: Fernandez’s 2024 compensation had significant performance-based components (PSUs, SARs), and annual bonus tied 75% to pretax income and 25% to operating cash flow—supportive of cash generation and profitability focus .
- Near-term selling pressure: Three-year, one-third vesting schedules for RSUs/PSUs/SARs and trading window constraints suggest periodic vest-driven supply around February anniversaries (e.g., 2023, 2024, 2025 grants), with exercisable SAR balances (4,822 within 60 days of March 10, 2025) monitoring for exercise activity .
- Retention risk: Quantified severance and CIC benefits are competitive (1x severance; 1.5x CIC cash; accelerated vesting), reducing voluntary departure risk; however, single-trigger equity acceleration on CIC may diminish post-transaction retention incentives .
- Ownership and governance: She meets stock ownership guidelines (≥1.5x salary) and is prohibited from hedging/pledging—positive alignment; beneficial ownership is <1% (31,757 shares), so personal stake is meaningful but not controlling .
- Performance trajectory: 2023 outperformance (200% bonus payout) followed by 2024 above-target but moderated payout (113.52%) indicates disciplined target-setting and sensitivity to EBITDA, pretax income, and cash flow; monitor PSU vesting outcomes against EBITDA thresholds and any future committee adjustments .
Monitoring list: upcoming RSU/PSU/SAR vest dates and volumes; Form 4 filings for exercises/sales; changes to severance/CIC terms; any PSU target recalibrations; and continued compliance with ownership guidelines .