Jacob T. Rudolph
TREX COAbout Jacob T. Rudolph
Senior Vice President and Chief Human Resources Officer at Trex since October 25, 2023; age 51; previously Vice President HR (2016–2023), Senior Director HR (2014–2016), Director HR (2009–2014), after HR Manager at Perry Judd’s (2010–2014). He holds a B.S. in business administration (finance) and an M.S. in industrial relations from West Virginia University . Company pay-for-performance metrics linked to his compensation include pretax income (75% weight), operating cash flow (25%), and multi-year EBITDA used for PSUs; in 2024 Trex achieved adjusted EBITDA of $358.9M and paid annual incentives at 113.52% of target, while cumulative 2023–2024 EBITDA for 2023 PSUs was 143.35% of target (200% payout) and 2022–2024 cumulative EBITDA was 68.04% of target (0% payout) . Company TSR shown in “pay versus performance” was 153.60 for 2024 versus peer group 218.00; net income and pretax income were $226.4M and $304.2M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trex Company, Inc. | Director, Human Resources | 2009–2014 | Not disclosed in proxy |
| Trex Company, Inc. | Senior Director, Human Resources | 2014–2016 | Not disclosed in proxy |
| Trex Company, Inc. | Vice President, Human Resources | Oct 2016–Oct 2023 | Not disclosed in proxy |
| Trex Company, Inc. | Senior Vice President & CHRO | Oct 25, 2023–present | CHRO participates in executive compensation process alongside CEO and CLO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perry Judd’s, Inc. | Human Resources Manager | 2010–2014 | Not disclosed in proxy |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $327,000 | $350,000 | $375,000 |
| Annual Cash Incentive (2024) | Target % of Base | Target ($) | Payout % | Paid ($) |
|---|---|---|---|---|
| Non-Equity Incentive Plan | 60% | $210,000 | 113.52% | $238,392 |
| 2024 Perquisites | 401(k) Match ($) | Car Allowance ($) | Life Insurance ($) | Executive Physical ($) | Total ($) |
|---|---|---|---|---|---|
| Amounts | $20,700 | $9,000 | $828 | $0 | $30,528 |
Performance Compensation
| Annual Cash Incentive Mechanics (2024) | Weight | Target ($MM) | Adjusted Actual ($MM) | Payout Multiple | Contribution to Total |
|---|---|---|---|---|---|
| Pretax Income | 75% | $300.0 | $301.309 | 103.5% | 77.6% |
| Operating Cash Flow | 25% | $218.0 | $229.862 | 143.5% | 35.9% |
| Total Payout | — | — | — | — | 113.52% |
| PSU Vesting Outcomes (Vested March 2025) | EBITDA Target Basis | Target ($MM) | Adjusted Actual ($MM) | Payout % | Shares Vesting (Rudolph) |
|---|---|---|---|---|---|
| 2022 Grant (3-year cumulative 2022–2024) | 2022 target + 10% YoY for 2023 & 2024 | $1,453.090 | $988.703 | 0% | 0 |
| 2023 Grant (2-year cumulative 2023–2024) | 2023 target + 10% YoY for 2024 | $475.377 | $681.452 | 200% | 2,500 |
| 2024 Grant (1-year 2024) | 2024 target (adjusted for tariffs) | $356.000 | $358.858 | 106.42% | 924 |
| 2024 Long-Term Equity Award Mix | Time-Based RSUs (35%) | PSUs (50%) | SARs (15%) | Total ($) |
|---|---|---|---|---|
| Grant Value (Feb 19, 2024) | — | — | — | $473,000 |
Vesting schedules: time-based RSUs and PSUs vest in three equal annual installments beginning March 1, 2023 (2022 grants), March 1, 2024 (2023 grants), and March 1, 2025 (2024 grants); SARs vest one-third per year and have 10-year terms .
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 10, 2025) | Value |
|---|---|
| Shares Beneficially Owned (#) | 45,090 |
| Shares Outstanding (#) | 107,219,921 |
| Ownership % of Class | ~0.042% (45,090 ÷ 107,219,921) |
| Unvested RSUs (#) | 11,461 |
| SARs Exercisable or Vesting within 60 Days (#) | 16,116 |
| SARs Not Scheduled to Vest within 60 Days (#) | 4,106 |
| Outstanding Equity Awards at Fiscal-Year End (Dec 31, 2024) | SARs Exercisable (#) | SARs Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU MV ($) | PSUs Target Unvested (#) | PSUs MV ($) |
|---|---|---|---|---|---|---|---|---|
| 2/15/2017 SARs | 4,076 | — | 17.52 | 2/15/2027 | — | — | — | — |
| 2/14/2018 SARs | 2,664 | — | 28.11 | 2/14/2028 | — | — | — | — |
| 2/13/2019 SARs | 2,538 | — | 38.85 | 2/13/2029 | — | — | — | — |
| 2/19/2020 SARs | 2,230 | — | 50.83 | 2/19/2030 | — | — | — | — |
| 2/17/2021 SARs | 832 | — | 104.56 | 2/17/2031 | — | — | — | — |
| 2/23/2022 SARs/RSUs/PSUs | 1,120 | 559 | 82.01 | 2/23/2032 | 541 | $37,345 | 771 | $53,222 |
| 2/14/2023 SARs/RSUs/PSUs | 784 | 1,566 | 56.80 | 2/14/2033 | 1,750 | $120,803 | 2,500 | $172,575 |
| 2/19/2024 SARs/RSUs/PSUs | — | 1,583 | 90.86 | 2/19/2034 | 1,822 | $125,773 | 2,603 | $179,685 |
- Stock ownership guidelines require SVPs to hold at least 1.5x base salary in Trex stock within five years; all named executive officers currently meet guidelines .
- Anti-hedging/anti-pledging policy: executives are prohibited from hedging or pledging company equity .
Employment Terms
| Severance Scenario (as of Dec 31, 2024) | Cash ($) | Benefits ($) | Equity Acceleration Intrinsic Value ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (without cause/good reason) | $742,400 | $19,765 | $708,555 | — | $1,470,720 |
| Change-in-Control (no termination) | — | — | $708,555 | — | $708,555 |
| Termination in Connection with Change-in-Control (double trigger) | $1,323,600 | $30,890 | $708,555 | $25,000 | $2,088,044 |
| Death/Disability | — | — | $708,555 | — | $708,555 |
Key agreement terms:
- Severance: 1x base salary plus greater of target or prior-year actual annual cash incentive; 12 months of health/dental benefits; accelerated vesting of all outstanding equity at target for PSUs .
- Change-in-control (double trigger): 1.5x base plus greater of specified bonus metrics; 18 months of benefits; $25,000 outplacement; 280G cutback to avoid excise tax; accelerated vesting upon change-in-control (single-trigger) of all equity at target for PSUs .
- Agreement term: current severance agreements end August 1, 2026 and auto-renew for successive three-year periods unless notice is given at least one year prior to term end .
- Insider trading: trades require pre-clearance by CLO and are limited to prescribed trading windows .
- Clawback: incentive compensation subject to recovery upon accounting restatements for three preceding years .
Investment Implications
- Pay-for-performance alignment: Rudolph’s 2024 variable pay was driven by pretax income (75%) and operating cash flow (25%), with payout at 113.52% of target, indicating alignment with near-term profitability and cash generation .
- Long-term incentives are equity-heavy: time-based RSUs (35%), PSUs (50%), SARs (15%); PSU outcomes highlight performance dispersion—0% payout on 2012–2024 cumulative tranche vs. 200% on 2023–2024 cumulative tranche, signaling sensitivity to multi-year EBITDA execution .
- Vesting calendar as trading signal: RSUs/PSUs vest each March 1 for recent grants; in March 2025, Rudolph’s PSUs vested 2,500 (2023 grant, 200% payout) and 924 (2024 grant, 106.42%), potentially increasing insider liquidity subject to trading windows and preclearance .
- Retention and change-in-control economics: moderate severance (1x cash) and CIC double-trigger at 1.5x cash, plus accelerated equity vesting, provide retention while avoiding outsized golden parachutes; 280G cutback reduces shareholder-unfriendly tax gross-ups exposure .
- Governance risk mitigants: stock ownership guidelines met; anti-hedging/pledging enforced; clawback in place—reducing misalignment and misconduct risk .