D. Christian Keffer
TREX COAbout D. Christian Keffer
D. Christian Keffer (age 52) is an independent director of Trex, appointed August 15, 2024; he is President & CEO of Stihl, Inc. (U.S. affiliate and largest subsidiary of the STIHL Group) since 2023, following 27 years at Stanley Black & Decker where he led global marketing for a $6.5B division; he holds a bachelor’s in communications and an executive MBA from Loyola University of Maryland . He is up for election to a three‑year term ending at the 2028 annual meeting, and is classified as independent under NYSE guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker | President of Product Management; President, Power Tool Accessories Group; led global marketing for $6.5B division | 27 years | Led global product and marketing functions in high-volume branded tools |
| Trex Company, Inc. | Independent Director | Since Aug 15, 2024 | Member, Compensation Committee; Member, Nominating/Corporate Governance Committee |
External Roles
| Organization | Role | Since | Public Company Board? | Notes |
|---|---|---|---|---|
| Stihl, Inc. (U.S. affiliate of STIHL Group) | President & CEO | 2023 | No | Operating executive role; not a Trex supplier/customer relationship disclosed |
| Other public company boards | — | — | 0 | Proxy lists zero other public boards for Keffer |
Board Governance
- Committee memberships: Compensation Committee (member since Aug 15, 2024); Nominating/Corporate Governance Committee (member since Aug 15, 2024) .
- Chair roles: None; current committee chairs are Gratz (Compensation), Volas (Audit), Robinson (Nominating/Corporate Governance; also Lead Independent Director) .
- Independence: The Board determined Keffer is independent under NYSE guidelines .
- Attendance: Board held 5 meetings in 2024; Keffer attended all Board and committee meetings held after his appointment in August 2024 .
- Executive sessions: Independent directors held five executive sessions in 2024 .
Fixed Compensation
- Program design: Non‑employee directors receive $82,500 annual cash retainer, $120,000 annual equity grant (RSUs), $10,000 per committee membership, $20,000 per committee chair (no additional chair fee if serving as Lead Independent), plus $85,000 for Board Chair, $55,000 for Vice Chair, and $25,000 for Lead Independent; initial appointment equity grant valued at $55,000; fees paid quarterly, fiscal year runs Jul 1–Jun 30; fees pro‑rated for partial periods .
- Mix: Program targets ~46% cash / ~54% equity (unless directors elect more equity in lieu of cash) .
| 2024 Non‑Employee Director Compensation (Keffer) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 19,421 | Pro‑rated; elected to receive $19,347 of cash compensation in equity |
| Stock Awards (Grant‑date fair value) | 74,347 | Includes initial appointment RSUs and in‑lieu‑of‑cash RSUs |
| Total | 93,768 | No meeting fees; no options/SARs |
Performance Compensation
- Equity awards are time‑based RSUs that vest one year after grant; immediate vesting on death, disability, retirement, or termination in connection with a change in control; no performance metrics tied to director equity .
| 2024 Director RSU Awards (Keffer) | Grant Date | Units (#) | Grant‑Date Fair Value ($) | Purpose |
|---|---|---|---|---|
| Initial appointment RSUs | 8/15/2024 | 863 | 55,000 | Initial appointment award |
| RSUs in lieu of cash | 10/1/2024 | 96 | 6,534 | Election to receive cash compensation as equity |
| Unvested RSUs outstanding at 12/31/2024 | — | 959 | — | Sum of 2024 grants unvested |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None (0) |
| Interlocks/Related-party exposure | None reported; company states no related person transactions for fiscal 2024 |
Expertise & Qualifications
- Branded products and distribution: Leadership across product design, marketing, and global distribution serving professional and DIY markets .
- Education: Bachelor’s in communications; executive MBA, Loyola University of Maryland .
- Executive leadership: CEO of Stihl, Inc.; prior senior leadership at Stanley Black & Decker .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,144 | As of March 10, 2025; “less than 1%” of class |
| Shares outstanding | 107,219,921 | As of March 10, 2025 |
| Ownership % of class | ~0.0011% (1,144 / 107,219,921) | |
| Unvested RSUs outstanding | 959 | As of Dec 31, 2024 |
| Stock ownership guidelines | ≥3x annual cash retainer; 5 years to comply; company states all directors except McDuffie meet current minimums |
Governance Assessment
- Alignment signals: Independent director with 100% attendance post‑appointment and service on Compensation and Nominating/Corporate Governance Committees; equity awards are time‑based RSUs and the program targets a balanced cash/equity mix, supporting long‑term alignment .
- Ownership/hedging: Stock ownership guidelines require ≥3x cash retainer with five‑year compliance window; anti‑hedging/anti‑pledging policy prohibits hedging and pledging, reducing alignment risks; company indicates all directors except McDuffie meet current minimums .
- Pay benchmarking: Director compensation reviewed against a peer group (AAON, AOS, AZEK, ADS, Allegion, Lennox, LP, RH, Simpson, Fortune Brands, Floor & Decor, YETI, etc.), with Trex’s hypothetical director comp at ~99% of peer median, limiting pay inflation risk .
- Conflicts/related party: No related‑party transactions reported for 2024; NYSE independence standards and company categorical standards applied, and Keffer deemed independent; no disclosed interlocks with Trex executives or material transactions with Stihl .
RED FLAGS: None disclosed for 2024 in related‑party transactions or committee attendance; no pledging or hedging permitted under board policy .
Watch items: Beneficial ownership is small in absolute terms (typical for newly appointed directors) but subject to five‑year guideline compliance; monitor for continued equity accumulation and any changes in outside roles at Stihl that could create supplier/customer relationships exceeding NYSE or company policy thresholds .