Bryan H. Fairbanks
TREX COAbout Bryan H. Fairbanks
Bryan H. Fairbanks, age 55, is President and Chief Executive Officer of Trex Company, Inc., a role he has held since April 2020; he previously served as CFO and senior supply chain/international business development leader at Trex, and earlier held senior finance roles at Ford Motor Company. He holds a B.S. in accounting from the University of Dayton and an MBA from the University of Pittsburgh . Pay-versus-performance disclosures show CAP and incentives align with TSR, Net Income and Pretax Income; company TSR measured by a $100 initial investment was 300.47 in 2021, 94.19 in 2022, 184.22 in 2023, and 153.60 in 2024, with Net Income of $175,631k (2020), $208,737k (2021), $184,626k (2022), $205,384k (2023), $226,392k (2024); peer TSR was 126.06 (2020), 156.66 (2021), 129.71 (2022), 194.48 (2023), 218.00 (2024) . Executive pay is explicitly tied to Pretax Income (75%), Operating Cash Flow (25%) and multi-year EBITDA targets for PSUs, reinforcing pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trex Company | President & CEO | Apr 2020–present | CEO leadership over strategy and performance |
| Trex Company | EVP & CFO | Jul 2018–Apr 2020 | Finance leadership |
| Trex Company | VP & CFO | Aug 2015–Jul 2018 | Finance leadership |
| Trex Company | Senior Director, Supply Chain | Mar 2006–Aug 2015 | Supply chain oversight |
| Trex Company | Executive Director, International Business Development (concurrent) | Sep 2012–Aug 2015 | International business development |
| Trex Company | Director, FP&A | May 2004–Mar 2006 | Financial planning and analysis |
| Ford Motor Company | Senior finance roles | Aug 1994–May 2004 | Finance roles at an OEM |
External Roles
| Type | Role | Years | Notes |
|---|---|---|---|
| Public company boards | Director, Trex Company, Inc. | 2020–present | No other public boards listed |
| Other boards/positions | — | — | Not disclosed in proxy |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $747,000 | $880,000 | $950,000 |
| Annual Cash Incentive (2024) | Value |
|---|---|
| Base Salary | $880,000 |
| Target Bonus % of Base | 115% |
| Target Bonus $ | $1,012,000 |
| Payout % | 113.52% |
| Actual Paid | $1,148,822 |
| Summary Compensation Table (PEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $722,000 | $747,000 | $880,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $2,125,000 | $2,783,750 | $3,275,900 |
| Option/SAR Awards ($) | $375,000 | $491,250 | $578,100 |
| Non-Equity Incentive ($) | — | $1,718,100 | $1,148,822 |
| All Other Compensation ($) | $33,722 | $33,679 | $37,857 |
| Total ($) | $3,255,722 | $5,773,779 | $5,920,679 |
| 2024 All Other Compensation (detail) | Amount ($) |
|---|---|
| 401(k) Match | $20,700 |
| Car Allowance | $12,000 |
| Life Insurance Premiums | $2,322 |
| Executive Physical | $2,835 |
| Total | $37,857 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual (adjusted) | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Pretax Income | 75% | Not disclosed | Above target (company states) | Contributed to 113.52% overall payout | Structure and weighting |
| Annual Cash Incentive (2024) | Operating Cash Flow | 25% | $218,000,000 | $229,862,000 | 143.5% of metric; contribution 35.9% | Committee adjustments detailed; overall payout 113.52% |
| PSUs (granted 2024) | EBITDA Year 1 (2024) | n/a | $356,000,000 | $358,858,000 | 106.42% | One-third vests in Mar 2025; Fairbanks shares vested: 7,524 |
| PSUs (granted 2023) | EBITDA cumulative 2023–2024 | n/a | $475,377,000 | $681,452,000 | 200% | One-third vested Mar 2025; Fairbanks shares vested: 19,220 |
| PSUs (granted 2022) | EBITDA cumulative 2022–2024 | n/a | $1,453,090,000 | $988,703,000 | 0% | One-third scheduled for Mar 2025; payout 0% (no vesting) |
| Long-Term Equity Award Mix | 2024 Grant Value | 2025 Grant Value | Mix (% TBRSU / % PSU / % SAR) |
|---|---|---|---|
| Fairbanks | $3,854,000 | $4,513,000 | 35% / 50% / 15% |
| 2024 Grant Detail (Feb 19, 2024) | Shares/Units | Price | Notes |
|---|---|---|---|
| Time-based RSU | 14,846 | — | Vests 1/3 annually (3 years) |
| Performance-based RSU (target/max) | 21,208 / 42,416 | — | 3 tranches based on 1-, 2-, 3-year EBITDA targets; 25%–200% payouts; threshold 80% |
| SARs | 12,895 | $90.86 | Vest 1/3 annually; 10-year term |
| 2024 Option/SAR Exercises | 0 / $0 | — | No SAR exercises in 2024 |
| 2024 Stock Vested | 33,288 | — | Value realized $3,135,329; dates/prices footnoted |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 233,945 shares; less than 1% of class (107,219,921 shares outstanding) |
| Components of beneficial ownership | Includes 97,344 unvested RSUs and 47,705 SARs exercisable within 60 days; excludes 34,831 SARs not scheduled to vest within 60 days |
| Stock ownership guidelines (executives) | CEO required to hold ≥3x base salary; all NEOs meet current minimum requirements |
| Anti-hedging/anti-pledging policy | Executives are prohibited from hedging or pledging company equity |
| Equity plan overhang | 190,248 outstanding SARs/options; weighted avg exercise price $59.91; 4,313,737 shares available under plans as of 12/31/24 |
Employment Terms
| Scenario (as of 12/31/24) | Cash ($) | Benefit Continuation ($) | Intrinsic Value of Unvested Equity ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | — | — | $5,487,597 | — | $5,487,597 |
| Involuntary Termination (without cause/good reason) | $5,196,200 | $21,981 | $5,487,597 | — | $10,705,778 |
| Change in Control (no termination) | — | — | $5,487,597 | — | $5,487,597 |
| Termination in connection with Change in Control (double-trigger) | $8,780,319 | $36,455 | $5,487,597 | $25,000 | $14,329,370 |
- Severance agreements (non-CIC): CEO 2x base salary plus greater of target/actual prior-year annual incentive; 12 months health/dental; accelerated vesting of all unvested equity (PSUs at target) .
- Change-in-control agreements: Double-trigger; CEO 2.99x base plus greater of target/actual annual incentive; 18 months health/dental; accelerated vesting of all unvested equity (PSUs at target); 280G cutback to avoid excise tax; 409A six-month delay if applicable .
- Term and auto-renewal: Current term ends Aug 1, 2026; automatically renews for successive three-year periods unless either party gives notice ≥1 year prior .
Board Governance and Director Service
- Board service: Director since 2020; up for re-election for a term expiring at the 2028 annual meeting; age 55 .
- Independence: Not independent (as CEO); all other current directors affirmed independent .
- Committees: Board has Audit, Compensation, and Nominating/Corporate Governance committees chaired by independent directors; Fairbanks’ committee memberships not indicated; independent Lead Director position established in 2023 .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; Annual Meeting attended by all then-serving directors .
- Executive sessions: Non-management independent directors held five executive sessions in 2024 .
- Director compensation (non-employee): Annual cash $82,500; equity $120,000; additional stipends for leadership; RSUs vest in one year; not applicable to CEO-director .
Compensation Structure Analysis
- Base salary increases: CEO salary rose from $747,000 (2023) to $880,000 (2024) to $950,000 (2025) as part of a multi-year plan to align to peer median; CEO compensation remained 12.4% below median in 2024; 2025 adjustments targeted “reasonable range” of median .
- Equity-heavy mix: Majority of compensation delivered in equity; long-term equity split 35% TBRSU / 50% PSU / 15% SARs with grant values increasing from $3.854M (2024) to $4.513M (2025), reinforcing stock-price sensitivity .
- Annual incentive rigor: 2024 OCF target raised from $210M to $218M due to aluminum tariff non-incurrence; committee applied explicit extraordinary item adjustments and inventory strategy adjustment; overall cash incentive paid at 113.52% of target .
- PSU performance calibration: 2024 adjusted EBITDA of $358.858M vs $356M target yielded 106.42% for 2024 tranches; 2023/24 cumulative paid at 200%, while 2022/23/24 cumulative paid 0%—demonstrating multi-year hurdle integrity .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: 92% of votes cast supported executive compensation .
- Compensation risk oversight: Company asserts compensation policies are not reasonably likely to have a material adverse effect; metrics balance short- and long-term value creation .
Risk Indicators & Red Flags
- Legal/investigative overhang: Multiple law firms announced investigations in November 2025 following disappointing Q3 2025 results and reduced FY25 sales growth guidance; focus includes disclosures on inventory strategy and channel inventories .
- Clawback policy: Amended October 2023; incentive compensation subject to recovery for accounting restatements over the preceding three years .
- Hedging/pledging: Explicitly prohibited for executives and directors, reducing alignment risk .
Equity Ownership & Vesting Pressure Indicators
- 2024 vesting: Fairbanks had 33,288 shares vest in 2024 ($3,135,329 realized), with no SAR exercises; future TBRSU and SAR tranches vest one-third annually; PSUs vest annually based on EBITDA hurdles .
- Unvested overhang: Fairbanks held multiple unvested RSU and PSU tranches and SARs with a weighted average outstanding SAR exercise price $59.91 (vs $69.03 YE close), implying in-the-money optionality; intrinsic value of unvested equity used in severance/CIC quantification was $5,487,597 as of 12/31/24 .
Employment Terms (Retention Risk, Economics)
- Severance (non-CIC): 2x salary+greater of target/actual bonus; 12 months benefits; full acceleration of unvested equity (PSUs at target) .
- CIC (double-trigger): 2.99x salary+greater of target/actual bonus; 18 months benefits; full acceleration of unvested equity; Section 4999 cutback; potential 409A delay .
- Agreement term: Through Aug 1, 2026 with automatic three-year renewals absent notice .
Investment Implications
- High equity leverage to operating results: Pay programs weight Pretax Income (75%), Operating Cash Flow (25%) and multi-year EBITDA PSUs, signaling strong alignment to profitability and cash generation; 2024 payouts reflect above-target OCF after committee adjustments and modest EBITDA overachievement .
- Event-driven sensitivity: CIC/double-trigger terms include full equity acceleration; intrinsic value of unvested equity ($5.49M at YE24) plus 2.99x cash multiple create material change-in-control economics—watch for M&A rumors as a catalyst .
- Supply/vesting dynamics: Regular RSU/SAR vesting and PSU vesting on March 1 cycles can add predictable share supply; 2024 saw sizable vesting ($3.14M value) with no SAR exercises—monitor Form 4s around vest dates for selling pressure signals .
- Governance mitigants: Non-executive Chair/Vice Chair, Lead Independent Director, quarterly executive sessions, anti-hedging/pledging, and clawback policy mitigate dual-role and alignment risks associated with CEO-director status .
- Litigation overhang: November 2025 investigations tied to channel inventories and guidance cuts could elevate headline risk and constrain near-term multiple; monitor disclosures and resolution timing .