Patricia B. Robinson
TREX COAbout 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 .