Gerald Volas
TREX COAbout Gerald Volas
Independent director of Trex since 2014; age 70. Retired CEO of TopBuild Corp. (2015–2020), previously a long-tenured Masco Corporation executive; Certified Public Accountant with a BBA from the University of Michigan. Chairs the Audit Committee, serves on Nominating/Corporate Governance, and is designated an SEC “audit committee financial expert.” The Board classifies him as independent (all directors except the CEO are independent) and he met attendance expectations in 2024; all directors attended the May 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TopBuild Corp. | Chief Executive Officer; Director | Jun 2015–Dec 2020 | Led a leading installer/distributor of insulation; board service during CEO tenure |
| Masco Corporation (parent; various operating companies incl. Liberty Hardware, BrassCraft) | Group Executive (oversaw most operating companies); President, Liberty Hardware; Group Controller; VP/Controller, BrassCraft | Feb 2005–Jun 2015; Apr 2001–Feb 2005; Jan 1996–Apr 2001; May 1982–Jan 1996 | Deep operating and financial leadership across consumer/home improvement brands; CPA oversight breadth |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Other public company boards (current) | None | Public | N/A |
| TopBuild Corp. | Director (concurrent with CEO) | Public | 2015–2020 |
Board Governance
- Committee assignments: Audit (Chair); Nominating/Corporate Governance (Member); designated audit committee financial expert .
- Independence: Board affirms independence for all current directors except the CEO; categorical NYSE-based standards disclosed .
- Attendance: Board held 5 meetings in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the May 2024 annual meeting. Non‑management directors (all independent) held 5 executive sessions in 2024 .
- Years of service: Director since 2014; current term expires in 2026 (classified board) .
- Lead Independent Director: Patricia B. Robinson (since July 25, 2023) .
- Risk oversight: Audit Committee reviews financial reporting, internal controls, cybersecurity, and compliance; Compensation Committee oversees pay risk; NCGC oversees governance and succession .
Fixed Compensation
| Year | Fees Earned ($) | Stock Awards ($) | SAR Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 112,500 | 120,000 | — | 232,500 |
- Plan structure: Annual director cash retainer $82,500; Audit Chair fee $20,000; committee member fee $10,000; equity grant $120,000 (RSUs). Equity vests one year; SARs/options (if used) vest immediately; directors may elect equity in lieu of cash; compensation mix targeted ~46% cash/54% equity .
- 2024 equity detail: Annual RSU grant of 1,569 units on July 24, 2024 (grant date fair value $120,000); unvested RSUs outstanding at year-end: 1,569 .
- Peer benchmarking: July 2024 director pay review versus peer group; Trex non‑employee director total annual compensation at ~99% of peer median; peer companies list disclosed (e.g., ADS, AZEK, LPX, Lennox, Allegion, Floor & Decor, etc.) .
Performance Compensation
Director compensation is not tied to performance metrics; RSUs are time-based and vest after one year.
| Component | Target Metrics | Weighting | Payout Mechanics |
|---|---|---|---|
| Annual RSUs | None (time-based) | N/A | 100% vest after one year; accelerated on death, disability, retirement, or termination in connection with change in control |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None in 2024 (per SEC rules) |
| Related-party transactions | None to report for fiscal 2024; policy requires Audit Committee review over $120,000 thresholds |
Expertise & Qualifications
- CPA; designated “audit committee financial expert” by the Board; extensive finance and operations leadership across consumer/home improvement sectors .
- Education: BBA, University of Michigan .
- Board qualifications emphasized: financial expertise, industry experience relevant to Trex’s consumer brand and home improvement exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gerald Volas | 39,762 | <1% | Includes 1,569 unvested RSUs; no director SARs/options disclosed outstanding |
- Ownership guidelines: Directors must hold ≥3x annual cash retainer; compliance: all directors meet requirements except McDuffie (still within 5‑year window); hedging and pledging prohibited for directors (anti‑hedging/anti‑pledging policy) .
- Section 16 compliance: Company believes all reporting persons complied for fiscal 2024 (no delinquent filings) .
Governance Assessment
- Strengths: Independent Audit Chair with CPA credentials and SEC “financial expert” designation; clear independence and robust committee structure; no related-party transactions in 2024; director pay aligned near peer median; anti‑hedging/anti‑pledging and ownership guidelines enhance alignment; attendance met expectations; regular executive sessions among independent directors .
- Potential watchpoints: Board has a classified structure; general age-based resignation consideration at 75 may prompt future refresh planning; concentrated legacy leadership influence (non‑executive Chair and Vice Chair are former CEOs), partially mitigated by Lead Independent Director and independent committee chairs .
- Shareholder sentiment: Say‑on‑pay approval 92% in 2024 suggests broad investor support for compensation governance, indirectly supportive of overall board oversight quality .