Gena C. Lovett
TREX COAbout Gena C. Lovett
Independent director at Trex since March 2021; age 62 . Former VP, Manufacturing, Safety & Quality at Boeing (2015–2019), Global Chief Diversity Officer and Manufacturing Director at Alcoa (2007–2015), and Ford plant leader (1992–2007) . Education: B.A. Criminal Justice (Ohio State), M.B.A. (Baker), M.S. Organizational Leadership and Ph.D. Values-Driven Leadership (Benedictine University) . Current public boards: AdvanSix (since Sept 2021) and QuantumScape (since Jan 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Vice President, Manufacturing, Safety and Quality, Defense, Space & Security | 2015–2019 | Manufacturing and safety oversight for defense/space operations |
| Alcoa Corporation | Global Chief Diversity Officer; Director, Manufacturing, Forging | 2012–2015; 2007–2012 | DEI leadership; forging/manufacturing operations |
| Ford Motor Company | Various roles; Plant Manager, New Model Programs | 1992–2007 | Plant operations; new model launch leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdvanSix, Inc. | Director | Since Sept 2021 | Not disclosed |
| QuantumScape Corporation | Director | Since Jan 2022 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Nominating/Corporate Governance Committee member .
- Chair roles: None (Audit chaired by Volas; NCGC chaired by Robinson) .
- Independence: Board determined all directors other than the CEO are NYSE-independent, which includes Lovett .
- Attendance/engagement: Board met 5x; Audit 4x; NCGC 5x in 2024 . Each director attended ≥75% of Board and committee meetings; all then-serving directors attended the May 2024 annual meeting .
- Lead Independent Director: Patricia B. Robinson (since July 25, 2023) .
- Executive sessions: Non-management directors held five in 2024 .
| Governance Metric | 2024 Status |
|---|---|
| Audit Committee meetings | 4 |
| Nominating/Corporate Governance Committee meetings | 5 |
| Board meetings | 5 |
| Lovett independence | Independent (NYSE) |
| Lovett attendance threshold | ≥75% of Board and committee meetings |
| Annual meeting attendance | All then-serving directors attended (May 2024) |
Fixed Compensation
| Component (Non-Employee Director) | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Paid quarterly in arrears |
| Committee membership fees | $10,000 per committee | Lovett served on Audit and NCGC → $20,000 |
| Committee chair fee | $20,000 | Not applicable (not a chair) |
| Lead Independent Director fee | $25,000 | Not applicable |
| Total fees earned (cash) | $102,500 | Lovett did not elect equity in lieu of cash |
Performance Compensation
| Equity Element | Grant Date | Grant Value | Units/Shares | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual grant) | 7/24/2024 | $120,000 (grant date fair value) | 1,569 RSUs | Vests one year after grant | Standard outside director equity under plan |
| Options/SARs | N/A | — | — | — | Not granted to Lovett in 2024; SAR Awards shown as “—” |
- Compensation mix design target: ~46% cash / 54% equity for directors . Lovett’s 2024 actual totaled $222,500 ($102,500 cash; $120,000 equity) consistent with program design and 99% of median peer director comp per the July 2024 review .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging Trex equity .
Other Directorships & Interlocks
| Company | Relationship to Trex | Potential Interlock/Conflict |
|---|---|---|
| AdvanSix, Inc. | Independent director | No Trex-related transactions disclosed; Company reports no related party transactions for 2024 |
| QuantumScape | Independent director | No Trex-related transactions disclosed; Company reports no related party transactions for 2024 |
Expertise & Qualifications
- Deep manufacturing, operations, safety, and quality expertise across aerospace, metals, and automotive sectors .
- Governance experience via service on Audit and Nominating/Corporate Governance Committees .
- Advanced leadership education (M.S.; Ph.D.) enhancing board oversight on culture and values-driven performance .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 6,260 shares; <1% of outstanding |
| Unvested RSUs included in beneficial ownership | 1,569 |
| Implied owned/vested shares (beneficial minus unvested RSUs) | 4,691 (derived from 6,260–1,569) |
| Shares outstanding (record date) | 107,219,921 |
| Director stock ownership guideline | ≥3x annual cash retainer; 5 years to comply |
| Compliance with guideline | All directors except McDuffie meet; implies Lovett meets |
| Hedging/pledging status | Prohibited; policy in place |
Insider Trades & Section 16 Compliance
| Indicator | 2024 Status |
|---|---|
| Section 16(a) filing compliance | Company believes all directors complied; no delinquent reports in 2024 |
Governance Assessment
- Board effectiveness: Lovett strengthens operational and manufacturing oversight through Audit and NCGC participation; independent structure with separate Chair/Vice Chair and Lead Independent Director supports robust governance .
- Independence/attendance: Independent under NYSE, with ≥75% attendance and presence at annual meeting, supporting engagement and reliability .
- Alignment and incentives: Balanced director pay mix (~46% cash/54% equity), annual RSUs with one-year vesting, and stock ownership guidelines (met) align interests with shareholders; anti-hedging/pledging reduces misalignment risks .
- Conflicts/related-party exposure: No related-party transactions reported for 2024; external boards (AdvanSix, QuantumScape) show no disclosed Trex interlocks; Audit Committee oversight of related-person policy further mitigates risk .
- RED FLAGS: None indicated in filings—no pledging, no related-party transactions, no attendance shortfalls, no director hedging .
- Contextual signal: Strong say-on-pay support (92% of votes cast in 2024) suggests broader shareholder confidence in Trex’s compensation governance environment .