Kristine L. Juster
TREX COAbout Kristine L. Juster
Kristine L. Juster (age 61) is an independent director of Trex Company, Inc., initially appointed in October 2019 and nominated in 2025 for a new three‑year term ending at the 2028 annual meeting; she brings deep consumer products leadership experience and currently serves as CEO of Conair LLC (private) since January 2024, with prior service as CEO (2018–June 2023) and director (2016–2023) of Kimball International; she holds a Bachelor of Applied Science in Hotel and Restaurant Management from Cornell University . She is considered independent under NYSE standards, and the Board has affirmed that all directors other than the CEO are independent; Trex maintains categorical independence standards and quarterly executive sessions of independent directors (five held in 2024) . In 2024, the Board met five times and Juster attended at least 75% of Board/committee meetings consistent with peers (Trex policy and disclosure), and all then‑serving directors attended the May 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conair LLC | Chief Executive Officer | Jan 2024–present | Consumer brands/operations leadership relevant to Trex’s branded channels |
| Kimball International | Chief Executive Officer; Director | CEO: Nov 2018–Jun 2023; Director: Apr 2016–2023 | Led multi‑brand furnishings portfolio; board governance experience |
| Newell Brands, Inc. | Various roles of increasing responsibility | From 1995 until joining Kimball | Scaled consumer brand management experience |
External Roles
| Type | Company | Role | Notes |
|---|---|---|---|
| Operating role | Conair LLC (private) | CEO | Appointed January 2024 |
| Current public boards | — | — | Other public boards: 0 (current) |
| Prior public boards | Kimball International | Director | 2016–2023 |
Board Governance
- Committee assignments (2024): Compensation Committee member; Nominating/Corporate Governance Committee member; not a committee chair (chairs: Compensation—Jay M. Gratz; Nominating/Corporate Governance—Patricia B. Robinson; Audit—Gerald Volas) .
- Independence: Affirmed independent under NYSE guidelines; Trex codifies categorical independence standards and quarterly executive sessions (five in 2024) of non‑management/independent directors .
- Attendance and engagement: Board met 5x; Compensation 5x; Nominating/Corporate Governance 5x (Audit 4x); each director met at least 75% attendance in 2024 (except a mid‑year appointee), and all directors attended the 2024 annual meeting .
- Board leadership: Non‑executive Chair (James E. Cline) and Vice Chair (Ronald W. Kaplan), plus a Lead Independent Director (Patricia B. Robinson) to reinforce independent oversight .
- Term/tenure: Director since 2019; nominated in 2025 for term ending 2028 (staggered board) .
Fixed Compensation
| Component (Non‑Employee Director) | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Paid quarterly in arrears; directors may elect equity in lieu of cash . |
| Committee member fees | $10,000 per committee | Committee chairs receive $20,000; Lead Independent Director receives $25,000; chairs do not “double collect” if also Lead Independent Director . |
| Annual equity grant | $120,000 in RSUs | Granted after June 30; one‑year cliff vest; accelerated on death/disability/retirement or change in control . |
| Cash/equity mix design | Approx. 46% cash / 54% equity | Absent cash‑for‑equity elections . |
| Peer group positioning | Total comp ~99% of peer median | No 2024 changes; hypothetical director total $222,500 . |
2024 actual compensation for Ms. Juster:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 102,500 | 120,000 | 222,500 |
2024 equity grant detail:
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| 7/24/2024 | RSUs | 1,569 | 120,000 |
Notes: Ms. Juster did not elect to receive any cash fees in equity in 2024 .
Performance Compensation
As a member of the Compensation Committee, Ms. Juster oversees Trex’s performance‑linked pay for executives. 2024 plan design and outcomes:
Annual Cash Incentive (NEOs; Company‑level metrics)
| Metric | 2024 Target | Adjusted Actual (for incentive) | Payout Multiple | Weight | Contribution |
|---|---|---|---|---|---|
| Pretax income | $300.0 million (target increased from $292m by removing assumed tariffs) | $301.309 million | 103.5% | 75% | 77.6% |
| Operating cash flow | $218.0 million (target increased by $8m tariff assumption) | $229.862 million | 143.5% | 25% | 35.9% |
| Total payout | — | — | — | — | 113.5% |
Long‑Term Incentive (PSUs; EBITDA‑based)
| PSU Grant Cohort | Performance Window | Target Definition | Adjusted EBITDA Result(s) | Payout % |
|---|---|---|---|---|
| 2022 grant (tranche vesting Mar‑2025) | 2022–2024 cumulative | 2022 target plus +10% growth path for 2023/2024 | $988.703m vs $1,453.090m target | 0% |
| 2023 grant (tranche vesting Mar‑2025) | 2023–2024 cumulative | 2023 target plus +10% growth for 2024 | $681.452m vs $475.377m target | 200% |
| 2024 grant (tranche vesting Mar‑2025) | 2024 one‑year | Target increased to $356m (tariff adjustment) | $358.858m vs $356.000m target | 106.42% |
Compensation Committee controls and advisors:
- Korn Ferry engaged as independent consultant; assessed as independent with no conflicts; 2024 fees $81,400 .
- No compensation committee interlocks or insider participation in 2024 .
Say‑on‑Pay support (signal): 2024 advisory vote received 92% of votes cast in favor, supporting Trex’s pay‑for‑performance approach .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None (0) |
| Prior public company directorships | Kimball International, Director (2016–2023) |
| Interlocks | None; Compensation Committee disclosed no interlocks in 2024 |
Expertise & Qualifications
- Consumer products and brand leadership (Conair CEO; prior Kimball CEO) aligned to Trex’s branded go‑to‑market strategy .
- Broad operating experience across product design, marketing, and global distribution from senior roles at Newell Brands (since 1995 prior to Kimball) .
- Academic credentials: Bachelor of Applied Science, Hotel & Restaurant Management, Cornell University .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 11,086 shares (includes RSUs) |
| Unvested RSUs (included above) | 1,569 units |
| Vested shares (derived) | 9,517 shares (11,086 – 1,569) |
| % of outstanding shares | <1% (asterisked in table) |
| Director stock ownership guideline | ≥3x annual cash retainer; 5‑year compliance window |
| Compliance status | All directors except a 2023 appointee meet; implies Ms. Juster meets |
| Hedging/pledging | Prohibited for directors (anti‑hedging and anti‑pledging policy) |
Section 16 compliance signal: The Company believes all directors and officers complied with Section 16(a) filing requirements for 2024 .
Governance Assessment
- Strengths: Independent status; active roles on Compensation and Nominating/Corporate Governance Committees; robust attendance norms; no related‑party transactions; anti‑hedging/pledging policy; stock ownership guideline compliance; high say‑on‑pay support; use of an independent compensation advisor .
- Compensation alignment: Director pay design balances cash/equity (~46%/54%) with one‑year RSU vesting; program sized near peer median (99% of median); her 2024 total was $222,500 with $120,000 in RSUs, aligning directors with shareholder outcomes .
- Conflict/related‑party risk: None disclosed for 2024; Trex maintains an Audit Committee‑approved related‑party transaction policy (>$120k) with no reportable items .
- RED FLAGS: None evident—no attendance concerns disclosed, no interlocks, no related‑party transactions, and pledging/hedging prohibited .
Compensation peer group context (for director pay oversight): AAON, A. O. Smith, Advanced Drainage Systems, Allegion, Armstrong World Industries, Cavco, Eagle Materials, Fortune Brands Innovations, Floor & Decor, Griffon, Hayward, Helen of Troy, Lennox, Louisiana‑Pacific, RH, Simpson Manufacturing, The AZEK Company, YETI (peer group maintained in 2024) .