Brenda Lovcik
TREX COAbout Brenda Lovcik
Brenda Lovcik is Senior Vice President and Chief Financial Officer of Trex, appointed effective October 23, 2023; she is 53 and holds a B.S. in accounting from St. Cloud State University . Company performance under the compensation framework tied to her role showed 2024 adjusted EBITDA of $358.9M vs a target of $356.0M (106.42% PSU payout factor for 2024 tranche), net income of $226.4M, and pretax income (for pay-vs-performance) of $304.2M; 2024 TSR was 153.6 vs peer-group TSR 218.0 . Annual cash incentives for 2024 paid at 113.52% of target, driven by pretax income at 100.4% of target and operating cash flow at 105% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson Controls, Inc. | CFO, Global Products, Global Supply Chain and Global FP&A | 2022–2023 | Led financial operations across products, supply chain and FP&A |
| Medtronic, Inc. | Senior Vice President, Finance and Global FP&A; CFO of multiple business units ($2.5B–$12B revenue) | ~2002–2022 | Led capital allocation strategy/execution; drove enterprise-wide functional transformation |
External Roles
No external public company board roles disclosed in Trex filings for Lovcik .
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $540,000 (annualized) | $540,000 | $559,000 |
| Target Annual Bonus (% of Salary) | 75% (per appointment terms; first year special payment) | 75% | 75% (program mechanics unchanged) |
| Actual Annual Bonus ($) | $200,000 (in lieu of pro-rata cash incentive for 2023) | $459,756 (113.52% of $405,000 target) | — |
Perquisites (2024):
- 401(k) match: $20,700
- Car allowance: $9,000
- Life insurance premiums: $1,242
- Relocation/commuting assistance: $25,049
Performance Compensation
Annual Cash Incentive Mechanics and 2024 Outcomes
| Metric | Weighting | Target | Actual (Incentive Basis) | Payout % (Element) | Notes |
|---|---|---|---|---|---|
| Pretax Income | 75% | $300,000,000 (raised from $292M due to no tariffs) | $301,309,000 (after adjustments) | 103.5% (element) → contributes 77.6% overall | Excluded certain extraordinary items |
| Operating Cash Flow | 25% | $218,000,000 (raised from $210M due to no tariffs) | $229,862,000 (after adjustments) | 143.5% (element) → contributes 35.9% overall | Adjusted for inventory strategy and other items |
| Total | — | — | — | 113.52% overall payout | Ms. Lovcik payout $459,756 on $405,000 target |
Long-Term Equity Incentives (structure and grant levels)
- Mix: 35% time-based RSUs; 50% performance-based RSUs (PSUs) tied to EBITDA; 15% stock appreciation rights (SARs) .
- Grant Values: $1,107,000 (2024); $1,146,000 (2025) .
PSU Vesting Results (first vesting of 2024 grant in March 2025)
| Grant Year | Target # PSUs | EBITDA Target Basis | Actual vs Target | Payout % | Shares Vested (Mar 2025) |
|---|---|---|---|---|---|
| 2024 | 2,031 | 2024 adjusted EBITDA target $356.0M | $358.9M (100.80% of target) | 106.42% | 2,161 |
Time-based RSUs and SARs – vesting terms:
- Sign-on RSUs: $300,000 granted Oct 23, 2023; vest ratably over 3 years each October (first vest Oct 23, 2024) .
- Annual RSUs: three-year ratable vesting (one-third annually) .
- SARs: three-year ratable vesting; 10-year term; grant price equals closing stock price on grant date .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 15,750 | 29,423 |
| Unvested RSUs included (within 60-day test) | 15,750 | 24,966 |
| SARs exercisable within 60 days | 0 | 1,235 |
| SARs excluded (not vesting within 60 days) | 3,704 | 7,602 |
| Ownership as % of Shares Outstanding | <1% | <1% |
Alignment Policies and Compliance
- Stock ownership guidelines: SVP level at least 1.5× base salary; executives have 5 years to comply; each named executive officer meets current minimum requirements .
- Anti-hedging and anti-pledging: Executives prohibited from hedging or pledging company equity .
- Insider trading policy: Pre-clearance required; trades only in prescribed windows; blackout periods defined .
- Clawback: Recovery of incentive-based compensation for accounting restatements (policy amended Oct 2023) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Named SVP & CFO effective Oct 23, 2023; principal financial and accounting officer |
| Base Salary | $540,000 at hire; $540,000 in 2024; $559,000 in 2025 |
| Target Annual Bonus | 75% of base salary; 2023 special $200,000 in lieu of pro-rata |
| Long-Term Equity Target | 205% of salary; ongoing LT grants per annual program |
| Sign-on | $300,000 cash (repayable if resigns without Good Reason or terminated For Cause within 2 years); $300,000 time-based RSUs vesting over 3 years |
| Relocation | Benefits per Domestic Relocation Policy; reimburse 100% if departure before 1st anniversary; 50% if between 1st–2nd anniversary (absent Good Reason) |
| Severance (non-CIC) | 1× base salary + greater of target prior-year bonus or prior-year actual; 12 months health/dental continuation; accelerated vesting of all LT equity (PSUs at target) upon qualifying termination |
| Change-in-Control (CIC) | Double-trigger; if terminated not for Cause or for Good Reason within 90 days before to 2 years after CIC: 1.5× (salary + greater of target/actual bonus), up to 18 months benefits continuation; accelerated vesting (PSUs at target); customary release and restrictive covenants |
| “Cause”/“Good Reason” | Defined in agreements (e.g., misconduct, felony, failure to perform; or material adverse change in status/comp, benefit plan discontinuity, relocation >50 miles) |
Compensation Peer Group and Say-on-Pay
- Peer group: Advanced Drainage Systems, AAON, A. O. Smith, 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 Company, Yeti .
- Target positioning moved closer to median with 2025 adjustments: weighted average Base Salary 94.33% of median; Target Total Direct Compensation 98.24% of median .
- Say-on-Pay approvals: 2023—91% of votes cast ; 2024—92% of votes cast .
Investment Implications
- Clear pay-for-performance alignment: Annual bonus weighted to pretax income (75%) and operating cash flow (25%); 2024 payout at 113.52% of target reflects balanced execution, while PSUs tied to EBITDA produced a 106.42% vest on the first 2024 tranche—supportive of disciplined operating performance .
- Retention features vs selling pressure: Three-year ratable vesting of sign-on RSUs (each October) and annual RSU/SAR grants create predictable vesting events; insider trading policy and anti-pledging reduce opportunistic selling or leverage risks; accelerated vesting upon qualifying severance or CIC is a watchpoint for potential share supply in event-driven scenarios .
- Ownership and alignment: Beneficial ownership increased from 15,750 (2024) to 29,423 (2025), with unvested RSUs and limited SARs exercisable; executives meet stock ownership guidelines (≥1.5× salary), and hedging/pledging is prohibited—positive for alignment and downside risk posture .
- Contract economics: Severance 1× salary+bonus and CIC 1.5× with double-trigger, benefits continuation, and accelerated vesting at target are standard-market protections—sufficient retention with moderate shareholder cost; clawback policy adds governance rigor .
- Track record & execution risk: Background spanning Johnson Controls and Medtronic across capital allocation, FP&A, and large P&L units suggests strong process discipline; 2024 company metrics achieved near/above targets under the incentive plan, but PSU multi-year constructs can exhibit cyclicality (e.g., zero payout for older 2022 tranche in March 2025), highlighting sensitivity to multi-year EBITDA trajectories .