Jay M. Gratz
TREX COAbout Jay M. Gratz
Independent director of Trex Company, Inc.; age 72; on the Board since 2007 with current term expiring in 2026. Retired finance executive and Certified Public Accountant; former EVP & CFO at Ryerson Inc., with prior CFO role at Inland Steel Industries; B.A. in economics (SUNY Buffalo) and M.B.A. (Northwestern Kellogg) . The Board cites his extensive financial expertise as the rationale for repeated renomination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryerson Inc. | Executive Vice President & Chief Financial Officer | 1999–Oct 2007 | Public company CFO experience |
| Ryerson Coil Processing Division | President | Nov 2001–Oct 2007 | Operations leadership |
| Inland Steel Industries | Vice President & Chief Financial Officer | 1994–1998 | Finance leadership |
| Inland Steel Industries | Various roles incl. VP Finance | 1975–1994 | Progressive finance roles |
| Independent consultant | Consultant | Oct 2007–Feb 2010 | Advisory work |
| Tatum LLC | Partner | Feb 2010–Mar 2010 | Executive services/CFO advisory |
| VisTracks, Inc. | Chief Financial Officer; Director | CFO: Mar 2010–Jan 2018; Director: Apr 2010–Jan 2018 | Growth-stage platform services |
| 10X Technologies | Consultant; Director | Apr 2017–Dec 2018 | High-tech startup board role |
External Roles
| Organization | Role | Tenure | Type | Notes |
|---|---|---|---|---|
| VisTracks, Inc. | Director | Apr 2010–Jan 2018 | Private | Also served as CFO |
| 10X Technologies | Director | Apr 2017–Dec 2018 | Private | Consultant and director |
| — | Current public company boards | — | — | None listed; “Other public boards: 0” |
Board Governance
- Independence: Board affirms all current directors other than CEO are independent under NYSE guidelines; Gratz listed as independent in Board summary .
- Committee assignments: Chair of Compensation Committee and member of Audit Committee in 2024; designated “audit committee financial expert” under SEC rules .
- Attendance/engagement: Board held 5 meetings; Compensation Committee 5; Audit Committee 4; each director attended at least 75% of meetings of the Board and committees on which they served (except Keffer due to August 2024 appointment); non‑management directors held five executive sessions in 2024 .
- Term/tenure: Director since 2007; term expires in 2026 .
- Lead Independent Director/board structure: Lead Independent Director is Patricia B. Robinson; Board led by non‑executive Chairman (Cline) and Vice Chairman (Kaplan) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 82,500 | Outside Director Plan retainer |
| Committee chair fee (Compensation) | 20,000 | Annual fee for committee chair |
| Committee member fee (Audit) | 10,000 | Annual fee for committee membership |
| Total cash fees earned | 112,500 | Gratz did not elect cash-in-equity |
| Director equity design (typical) | — | Annual equity value $120,000; initial appointment grants $55,000; equity paid in arrears after June 30; plan targets ~46% cash / ~54% equity |
Performance Compensation
| Equity Award | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual Board grant) | 7/24/2024 | 1,569 | 120,000 | RSUs vest one year after grant; immediate vest on death, disability, retirement, or termination in connection with change in control |
- No stock options/SARs were granted to Gratz in 2024; equity awards are time-based RSUs (not performance-conditioned) .
- Director program benchmarking: Total annual compensation aligned at ~99% of peer median; peer group reviewed by Korn Ferry and unchanged in July 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Current public boards | None | None indicated |
| Related party transactions | — | No transactions with related persons reported for fiscal 2024 |
Expertise & Qualifications
- Certified Public Accountant; extensive CFO experience at Ryerson and Inland Steel; MBA (Northwestern Kellogg); BA in economics (SUNY Buffalo) .
- SEC-designated audit committee financial expert; beneficial for oversight of financial reporting, internal controls, and auditor independence .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 29,062 |
| Percent of class | <1% |
| Includes unvested RSUs | 1,569 unvested RSUs included |
| Outstanding unvested RSUs at 12/31/2024 | 1,569 |
| Ownership guidelines | Minimum 3× annual cash retainer for non‑employee directors; 5 years to reach; all directors except McDuffie meet current minimums, implying Gratz meets |
| Anti‑hedging/pledging policy | Directors prohibited from hedging or pledging company equity |
Governance Assessment
- Strengths: Independent director with deep finance credentials; chair of Compensation Committee and audit financial expert; meets stock ownership guidelines; anti‑hedging/pledging policy enhances alignment; strong shareholder support on executive pay (92% say‑on‑pay approval in 2024), signaling overall compensation governance acceptance .
- Compensation alignment: Director pay design (~46% cash/54% equity) and target levels benchmarked ~99% of peer median; Gratz’s 2024 cash fees ($112,500) match plan components (retainer + chair + committee membership) and annual RSU grant ($120,000) with standard one‑year vesting .
- Independence/engagement: Board confirms independence; committees met regularly, and directors met attendance thresholds; five executive sessions indicate active independent oversight .
- Potential red flags: Long tenure (since 2007) may raise entrenchment optics; Board policy requires directors aged 75+ to tender resignation for consideration—Gratz is 72, so approaching that review window over the medium term .
- Conflicts: No related‑party transactions reported; anti‑pledging policy reduces collateralization risk; no current public company interlocks .
Overall, Gratz’s profile reflects strong board effectiveness in compensation oversight and financial reporting, backed by independent status, ownership alignment, and absence of related‑party concerns, with tenure as the main governance consideration for investors monitoring refreshment and succession .