James E. Cline
TREX COAbout James E. Cline
Independent, non‑executive Chairman of Trex’s Board since his retirement as CEO in April 2020; currently age 73 and a director since 2015. He previously served as Trex CEO (2015–2020) and CFO (2008–2015), and holds a B.S.B.A. in accounting from Bowling Green State University . The Board has determined he is independent under NYSE guidelines (the three‑year lookback for former employees has passed) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trex Company, Inc. | President & CEO | Aug 2015 – Apr 2020 | Led company through multi-year CEO tenure; deep industry knowledge |
| Trex Company, Inc. | SVP & CFO | Aug 2013 – Aug 2015 | Senior finance leadership |
| Trex Company, Inc. | VP & CFO | Mar 2008 – Jul 2013 | Corporate finance oversight |
| Harsco GasServ (Harsco Corp.) | President | Jul 2005 – Dec 2007 | Ran gas containment/control manufacturer division |
| Taylor‑Wharton International (Windpoint Partners) | Consultant (transition management and financial services) | Jan 2008 – Feb 2008 | Post‑acquisition transition support |
| Harsco GasServ | VP & Controller | Apr 1994 – Jun 2005 | Division financial leadership |
| Huffy Corporation (True Temper Hardware) | Various, incl. Director of Finance | Jun 1976 – Feb 1994 | Finance roles in lawn care/construction products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latham Group, Inc. | Director | Since Mar 2019 | Public company board service; committees not disclosed |
Board Governance
- Role: Non‑executive Chairman of the Board; Vice Chairman is Ronald W. Kaplan; Lead Independent Director is Patricia B. Robinson. Committee chairs are independent: Audit (Gerald Volas), Compensation (Jay M. Gratz), Nominating/Corporate Governance (Patricia B. Robinson) .
- Independence: Board affirms all current directors other than the CEO are independent under NYSE rules; categorical standards and disqualifiers are disclosed (e.g., recent employment within 3 years, compensation over $120k, etc.) .
- Attendance and engagement: In 2024, Board held 5 meetings; Audit 4; Compensation 5; NCGC 5. Each director attended at least 75% of Board and committee meetings on which they served (new director Keffer attended all post‑appointment). All then‑serving directors attended the May 2024 annual meeting .
- Executive sessions: Non‑management directors held five executive sessions in 2024; independent directors also meet at least annually without any non‑independent directors .
- Committee membership: Mr. Cline is not listed as a member of the Audit, Compensation, or NCGC committees in the committee rosters (he serves as Board Chairman) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $82,500 | Standard non‑employee director fee |
| Chairman of the Board premium | $85,000 | Additional annual cash for Chairman |
| Committee chair/member fees | $0 | Not listed as committee member; chairs receive $20,000; members $10,000 |
| Fees earned (cash) | $167,500 | Reported for 2024; Cline did not elect equity in lieu of cash |
| Equity grant (RSUs) | $120,000 | Annual non‑employee director award in RSUs |
| Total 2024 director compensation | $287,500 | Cash + equity |
- Outside Director Plan design target ~46% cash / ~54% equity; annual grants made after June 30 each year .
Performance Compensation
| Grant | Grant Date | Units (#) | Reported Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (Board service) | 7/24/2024 | 1,569 | $120,000 | RSUs vest one year after grant; immediate vest on death, disability, retirement, or termination in connection with a change in control | |
| Form 4 RSU award | 7/30/2025 | 1,812 | Price $66.23 | RSU award reported; director ownership updated to 42,976 shares post‑transaction |
- Directors receive time‑based RSUs; no director‑specific performance metrics (e.g., EBITDA/TSR) apply to non‑employee director equity awards. The plan specifies one‑year vesting and change‑in‑control acceleration for RSUs; SARs/options (if used) vest immediately upon grant and have ten‑year terms .
Other Directorships & Interlocks
| Company | Relationship | Interlocks |
|---|---|---|
| Latham Group, Inc. | Director since Mar 2019 | No compensation committee interlocks reported at Trex; no interlock relationships as defined by SEC rules in 2024 |
Expertise & Qualifications
- Former CEO and CFO of Trex; extensive knowledge of Trex’s industry and operations. Career finance leadership roles at Harsco and Huffy; B.S.B.A. in accounting .
- Board retained him as Chairman to leverage accumulated expertise and continuity with management and industry practices; independent committee leadership complements his non‑executive chair role .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 41,164 shares | Reported beneficial ownership; “less than 1%” of class |
| Shares outstanding (as of Mar 10, 2025) | 107,219,921 | For percent calculation context |
| Ownership % of shares outstanding | ~0.038% | Calculated from disclosed shares and outstanding |
| Unvested RSUs included | 1,569 | Unvested RSUs included in beneficial ownership |
| Stock ownership guideline | 3× annual cash retainer | Directors have 5 years to comply; all directors except Ms. McDuffie meet the minimum; Cline meets guideline |
| Hedging/pledging | Prohibited | Anti‑hedging and anti‑pledging policy for directors |
Insider Trades (Form 4 snapshot)
| Transaction Date | Type | Security | Qty | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2025‑07‑30 | A (Award) | Common Stock (RSU) | 1,812 | $66.23 | 42,976 | |
| 2024‑07‑24 | A (Award) | Common Stock (RSU) | 1,569 | $76.50 | 41,164 | |
| 2024‑03‑11 | M (Exempt) | Common Stock (from SAR) | 15,224 | $38.85 | 58,519 | |
| 2024‑03‑11 | M (Exempt) | Common Stock (from SAR) | 12,622 | $50.83 | 43,295 | |
| 2024‑03‑11 | D (Return to issuer, likely withholding) | Common Stock | 18,924 | $93.89 | 39,595 | |
| 2024‑02‑07 | M (Exempt) | Common Stock (from SAR) | 11,434 | $17.52 | 45,139 | |
| 2024‑02‑07 | D (Return to issuer, likely withholding) | Common Stock | 14,466 | $89.91 | 30,673 | |
| 2023‑08‑01 | M (Exempt) | Common Stock (from SAR) | 11,434 | $17.52 | 24,989 | |
| 2023‑07‑26 | A (Award) | Common Stock (RSU) | 1,730 | $69.38 | 13,555 |
Notes: “M‑Exempt” entries reflect SAR exercises/conversions reported; “D‑Return” entries typically denote shares returned to issuer, often for tax withholding; post‑transaction ownership figures are as reported in each Form 4 filing [ReadFile /tmp insider trades dataset].
Director Compensation Details (2024)
| Item | Value | Disclosure |
|---|---|---|
| Fees Earned (cash) | $167,500 | Annual retainer ($82,500) + Chairman premium ($85,000) |
| Stock Awards (RSUs) | $120,000 | Annual equity grant; did not elect equity in lieu of cash |
| RSUs granted | 1,569 | Annual RSU award on 7/24/2024 |
| Unvested RSUs outstanding (12/31/2024) | 1,569 | Year‑end RSUs |
| Pensions/medical/perqs for directors | $0 | Directors do not receive pensions, medical benefits, or other programs |
Related Party Transactions and Conflicts
- Policy: Audit Committee pre‑approves/ratifies related person transactions >$120,000; evaluates third‑party terms and extent of interest .
- 2024 results: No transactions with related persons to report for fiscal 2024 .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging company stock .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 92% of votes cast (85,747,666 votes in favor) .
- Compensation Committee interlocks: None in 2024; no insider participation among Compensation Committee members .
Governance Assessment
-
Strengths:
- Independent non‑executive Chair; independent committee chairs and majority independent board composition .
- Strong director ownership alignment via 3× retainer guideline; Cline complies; hedging/pledging prohibited .
- Transparent director pay structure with cash/equity mix; equity RSUs vest in one year; no director meeting fees; no pensions/perqs for directors .
- No related‑party transactions in 2024; robust related‑party policy .
- High shareholder support for executive pay (92% say‑on‑pay), indicating broad confidence in compensation governance .
-
Watch items / potential red flags:
- RSUs accelerate upon change‑in‑control for directors; while common, acceleration can be viewed as less shareholder‑friendly in some governance frameworks .
- Board leadership by two former CEOs (Chairman and Vice Chairman) is intended to provide continuity; investors may monitor balance of independent oversight vs. legacy influence over time .
- Age‑based tenure planning: policy requires directors aged 75+ to tender resignation for Board consideration; at age 73, future succession planning will be relevant within two years .
-
Committee coverage and risk oversight:
- Audit Committee and Compensation Committee compositions are fully independent and include financial expertise (Audit “financial experts” designated) .
- Board and committees actively review strategic, operational, financial, and cybersecurity risks; non‑management directors convene executive sessions to ensure candid oversight .
Overall signal: Cline’s independent chair role, compliance with ownership guidelines, and lack of related‑party exposure support investor confidence; change‑in‑control vesting and leadership continuity by former executives warrant routine monitoring for board independence balance .