Patricia B. Robinson - Lead Independent Director | TREX CO (TREX) Executive Profile & Compensation

About Patricia B. Robinson

Independent director at Trex Company, Inc.; age 72; director since 2000; Lead Independent Director since July 25, 2023. Former President of Mead School and Office Products and long-time strategy/operator who later served as an independent consultant (1998–2020). Education: B.A. in Economics, Duke University; M.B.A., Darden School, University of Virginia .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mead Corporation	President, Mead School & Office Products; VP Corporate Strategy & Planning; President, Gilbert Paper; Plant Manager; Product Manager	1977–1998	Led consumer products operations and strategic planning/new product introductions .
Independent	Consultant	1998–2020	Strategic advisory experience across functions .

External Roles

Organization	Role	Tenure	Notes
—	—	—	No current public company directorships disclosed (Other public boards: 0) .

Board Governance

Independence: Board has affirmed Ms. Robinson is independent under NYSE standards; only the CEO is non-independent .
Lead Independent Director: Since July 25, 2023; responsibilities include presiding over executive sessions, setting agendas with management, and serving as liaison between independent directors and management .
Committee assignments (2024): Chair, Nominating/Corporate Governance (NCGC); Member, Compensation Committee (CC). Not on Audit Committee .
Meetings and attendance: 2024—Board held 5 meetings; Audit 4; Compensation 5; NCGC 5. Each director (other than a newly appointed director later in the year) attended ≥75% of Board/committee meetings. All directors attended the May 2024 annual meeting .
Executive sessions: Independent directors held five executive sessions in 2024 .

Committee	Role	2024 Meetings	Attendance
Nominating/Corporate Governance	Chair	5	≥75% (company-wide representation) .
Compensation	Member	5	≥75% (company-wide representation) .

Fixed Compensation (Non‑Employee Director)

Trex’s director pay program targets ~46% cash / ~54% equity; 2024 levels were maintained at ~99% of the peer median (peer set disclosed) .

Component	Policy/Amount	Ms. Robinson 2024 Actual
Annual cash retainer	$82,500	Included in cash total .
Lead Independent Director fee	$25,000 (no additional NCGC chair fee if also LID)	Included in cash total .
Committee membership fee	$10,000 per non‑chair member	CC member fee included .
Committee chair fee	$20,000 (not paid if also LID)	Not paid due to LID status .
Cash earned (2024)	—	$117,500 .

Notes:

Korn Ferry advises on director compensation; the program was reviewed July 2024 and left unchanged (total ~99% of peer median) .

Performance Compensation (Equity)

Trex grants RSUs to directors that vest in one year; RSUs vest immediately upon death, disability, retirement, or termination in connection with a change in control. Directors may elect equity in lieu of cash; Ms. Robinson did not elect to take cash as equity in 2024 .

Grant Date	Award Type	Shares/Units	Grant Date Fair Value	Vesting
7/24/2024	RSU (annual Board award)	1,569	$120,000	1‑year cliff vest; acceleration upon death, disability, retirement, or termination in connection with a change in control .

Other Directorships & Interlocks

Item	Status
Current public company boards	None disclosed (0) .
Compensation Committee interlocks	None in 2024 (company-wide) .
Related-party transactions (2024)	None to report (company-wide) .

Expertise & Qualifications

Former consumer products president with strategic planning and manufacturing/operations experience; board cites her value in strategic planning and new product introductions relevant to Trex’s innovation and brand strategy .

Equity Ownership

Item	Detail
Total beneficial ownership (3/10/2025)	68,519 shares; less than 1% of outstanding .
Unvested RSUs held (12/31/2024)	1,569 RSUs .
Ownership guidelines	Directors must hold ≥3x annual cash retainer; 5 years to comply; all directors except a recent appointee are in compliance (implies Ms. Robinson meets) .
Hedging/pledging	Prohibited for directors by policy (anti‑hedging and anti‑pledging) .

Director Compensation Mix (Context)

Mix Element	Trex Policy (Directors)
Cash vs. Equity	~46% cash / ~54% equity .
Equity form	RSUs (default form for director equity) .
Peer alignment	Total annual pay maintained at ~$222,500 for a hypothetical committee member profile, ~99% of peer median .

Governance Assessment

Strengths
- Lead Independent Director since 2023 with clear responsibilities; robust executive session cadence (5 sessions in 2024) enhances independent oversight .
- Active committee leadership (NCGC Chair) and service (CC), with full independence; Board/committees met frequently and directors met attendance thresholds .
- Pay structure emphasizes equity alignment (one‑year RSUs), no option grants to directors currently, anti‑hedging/anti‑pledging policy, and stock ownership guidelines that Ms. Robinson meets .
- No related‑party transactions in 2024; no Compensation Committee interlocks (company-wide) .
- Shareholder support for executive compensation: 92% “say‑on‑pay” approval in 2024 (indicator of investor alignment with pay practices) .
Watch items
- Tenure and refreshment: Ms. Robinson has long service (since 2000). Trex maintains a policy that directors aged 75+ must tender their resignation for Board consideration, supporting refreshment; Ms. Robinson is 72, below this threshold .
- Concentration of roles: As LID and NCGC Chair, workload is high; however, independence safeguards and separate committee chairs for Audit and Compensation provide checks and balances .
Net view
- Governance profile for Ms. Robinson is shareholder‑friendly: independent leadership, strong attendance/engagement, equity‑aligned pay, compliance with ownership guidelines, and absence of conflicts/interlocks. Long service merits continued focus on succession planning and skills refresh but is counterbalanced by her strategic/consumer products expertise and leadership role on the Board .