Melkeya McDuffie
TREX COAbout Melkeya McDuffie
Melkeya McDuffie, age 51, has been an independent director of Trex Company, Inc. since April 2023; her current term expires in 2027 . She is Chief Human Resources Officer at Bright Horizons Family Solutions (NYSE: BFAM) since June 26, 2023, with prior CHRO and senior HR leadership roles across Clean Harbors, The Wallace Foundation, and Waste Management; she holds a B.A. and MBA from York St. John University, certifications in Labor Relations (Cornell) and Global Business (Harvard Business School), and is pursuing a Ph.D. in Business Administration at North Central University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Horizons (NYSE: BFAM) | Chief Human Resources Officer | Jun 26, 2023 – Present | Executive HR leadership; cross-industry talent strategy experience cited by Trex for board value . |
| Clean Harbors (NYSE: CLH) | EVP, Chief Human Resources Officer | Feb 2022 – Jun 2023 | Led HR at environmental & industrial services leader; strategy and inclusive culture focus . |
| The Wallace Foundation | Chief Human Resources Officer | 2020 – Jun 2022 | Philanthropic organization HR leadership; organizational development . |
| Waste Management | Regional HR BP → VP, Global Org & Talent Dev. | 2005 – 2020 | Progression to VP role; broad scale talent development in environmental services . |
| Wells Fargo Mortgage; HSBC Finance; Quest Diagnostics | HR roles | Early career (dates not specified) | Financial/healthcare HR experience . |
External Roles
| Organization | Capacity | Public Company Directorships | Notes |
|---|---|---|---|
| Bright Horizons (NYSE: BFAM) | Executive (CHRO) | 0 | Proxy summary lists “Other public boards: 0” for McDuffie . |
Board Governance
- Independence: Board affirms all current directors other than the CEO are independent under NYSE guidelines; McDuffie is independent .
- Committee memberships: Audit Committee member; Compensation Committee member (not a chair) .
- Attendance and engagement: In 2024, Board held 5 meetings; Audit 4; Compensation 5; NCGC 5; each director attended at least 75% of applicable meetings (McDuffie included) . In 2023, same meeting counts and all directors attended at least 75% .
- Board leadership: Non-executive Chairman (Cline), Vice Chairman (Kaplan), Lead Independent Director (Robinson since July 25, 2023) . Executive sessions of independent directors: five in 2023 .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Audit Committee | Member (McDuffie since Apr 23, 2023) | Member |
| Compensation Committee | Member (since Apr 25, 2023) | Member |
| NCGC | Not a member | Not listed as member |
| Attendance threshold met | ≥75% for all directors | ≥75% for all directors |
Fixed Compensation
| Element | Policy Level | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Paid quarterly in arrears; directors may elect equity in lieu of cash . |
| Annual equity (RSUs) | $120,000 | Granted after June 30 each year; RSUs vest one year after grant . |
| Initial appointment equity | $55,000 | Granted upon board appointment . |
| Committee chair fee | $20,000 | If also Lead Independent Director, chair receives only LID fee . |
| Committee member fee | $10,000 | Per committee . |
| Cash vs equity mix | ~46% cash / ~54% equity | Outside Director Plan design . |
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Elected Cash-to-RSU | Total ($) |
|---|---|---|---|---|
| 2023 | 63,504 | 84,396 | $7,040 elected to RSUs; plus $55,000 initial RSU grant | 147,900 |
| 2024 | 92,354 | 130,248 | $10,248 elected to RSUs | 222,602 |
| 2023 Equity Award Details | Grant Date | Units (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| Initial RSU (appointment) | 5/4/2023 | 977 | 55,000 |
| Annual RSU (prorated) | 7/26/2023 | 322 | 22,356 |
| RSUs in lieu of cash | 7/3/2023 | 29 | 1,914 |
| RSUs in lieu of cash | 10/2/2023 | 41 | 2,563 |
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; annual director equity grants are time-based RSUs (one-year vest) with accelerated vesting upon death, disability, retirement, or termination in connection with a change in control; options/SARs (if used) vest immediately with 10-year term and post-service exercise rights up to five years (no mention of director options/SARs for McDuffie) .
| Performance Metric | Applies to Director Compensation? | Vesting/Trigger | Source |
|---|---|---|---|
| Revenue/EBITDA/TSR targets | No | Not used for non-employee directors | |
| RSU vesting | Yes (time-based) | One year after grant; accelerates on death/disability/retirement/change-in-control | |
| Options/SARs | Possible under plan | Immediate vest on grant; 10-year term; up to 5-year post-service exercise |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Other public company boards | None | N/A | None disclosed; no related-person transactions reported for FY2024 . |
| Employment: Bright Horizons (BFAM) | CHRO | Executive role (not board) | No Trex-related transactions disclosed . |
Expertise & Qualifications
- Board rationale: Appointed and renominated for experience in corporate strategy, inclusive culture, and talent development; executive leadership of business-focused people strategies across varied industries, including environmental services; strengthens Board’s qualifications and skills .
- Education and credentials: B.A. and MBA (York St. John University); certifications in Labor Relations (Cornell) and Global Business (Harvard Business School); pursuing Ph.D. (North Central University) .
Equity Ownership
| Date | Shares Outstanding | McDuffie Beneficial Ownership (shares) | % of Class | Unvested RSUs Held | Notes |
|---|---|---|---|---|---|
| Mar 11, 2024 | 108,687,117 | 1,420 | <1% | 1,420 | Ownership includes unvested RSUs per proxy footnote . |
| Mar 10, 2025 | 107,219,921 | 1,705 | <1% | 1,699 (outstanding unvested at 12/31/24) | 2024 year-end unvested RSUs reflected . |
Stock Ownership Guidelines and Hedging/Pledging:
- Non-employee directors must hold ≥3x annual cash retainer; five years to comply from becoming a director. As of 2024/2025, all directors meet minimum except McDuffie (joined April 2023), who is within the five-year compliance window .
- Anti-hedging and anti-pledging policy prohibits hedging and pledging of Company equity for directors .
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit and Compensation), adequate attendance, and strong HR/organizational development expertise that aligns with Trex’s culture and talent focus; anti-hedging/anti-pledging policy bolsters alignment; no related-party transactions reported for FY2024 .
- Alignment and pay structure: Director compensation calibrated to peer median (~99% in 2024 review), with balanced cash/equity mix and opportunity to elect equity in lieu of cash (which McDuffie used), supporting ownership build .
- Watch items: As a newer director, she has not yet met stock ownership guideline (allowed five-year ramp), which investors may monitor for evolving “skin-in-the-game” alignment; otherwise, no disclosed conflicts, pledging, or attendance concerns .
Overall signal: Governance quality appears solid—independent status, active committee participation, no conflicts, and ownership ramp underway. No RED FLAGS identified in proxy disclosures .