Ronald W. Kaplan
TREX COAbout Ronald W. Kaplan
Ronald W. Kaplan, age 73, is Trex’s non‑executive Vice Chairman and independent director, serving on the Board since 2008; he previously served as Trex’s President & CEO (2008–2015) and Chairman (2015–2020) . Kaplan holds a B.A. in economics from Alfred University and an MBA from the Wharton School; he also serves on the board of Caesarstone Sdot‑Yam, Ltd. . The Board has determined all current directors other than the CEO are independent under NYSE standards; Kaplan is listed as independent in the proxy summary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trex Company, Inc. | President & CEO; Chairman; Vice Chairman (non‑executive) | CEO: Jan 2008–Aug 2015; Chairman: Aug 2015–Apr 2020; Vice Chairman: current | Led operational and financial turnaround; provides continuity and industry expertise to Board leadership |
| Continental Global Group, Inc. | Chief Executive Officer | Feb 2006–Dec 2007 | Led industrial manufacturing operations |
| Harsco Corporation | Senior VP – Operations; President, Gas Technologies Group | 26 years at Harsco; Gas Technologies President 1994–2005 | Ran global manufacturing and logistics; relevant to Trex operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesarstone Sdot‑Yam, Ltd. | Director | Not disclosed | Board member of engineered stone manufacturer; no Trex‑related transaction disclosed |
Board Governance
- Board leadership features a non‑executive Chairman (James E. Cline) and non‑executive Vice Chairman (Kaplan) designed to leverage company/industry expertise while enabling the CEO to focus on execution .
- Standing committees and chairs: Audit (Chair: Gerald Volas), Compensation (Chair: Jay M. Gratz), Nominating/Corporate Governance (Chairwoman: Patricia B. Robinson); Kaplan is not listed as a member of any standing committee .
- Independence: Board affirms independence for all directors other than the CEO; categorical standards limit material relationships and charitable ties; non‑management directors held five executive sessions in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the May 2024 annual meeting .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees Earned (Cash) ($) | $137,500 | $137,500 | Comprises $82,500 Board retainer and $55,000 Vice Chairman fee; no committee fees for Kaplan |
| Stock Awards (RSUs) ($) | $120,000 | $120,000 | Annual RSU grants to directors under 2023 Stock Incentive Plan |
| Total ($) | $257,500 | $257,500 | Program targets ~46% cash / ~54% equity |
| RSU Grants (Director Equity Awards) | Grant Date | RSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| Annual RSU | 7/24/2024 | 1,569 | $120,000 |
Program structure (non‑employee directors): $82,500 annual fee; $120,000 annual equity; Vice Chairman $55,000; committee chair $20,000; committee member $10,000; RSUs vest one year; directors may elect to receive fees in equity; no pensions/medical benefits .
Performance Compensation
| Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Performance‑based metrics (e.g., EBITDA, TSR) | No | Non‑employee director compensation consists of cash retainers and time‑based RSUs; RSUs vest after one year and are not tied to performance metrics |
Other Directorships & Interlocks
- Current public company board: Caesarstone Sdot‑Yam, Ltd. (engineered stone surfaces) .
- Potential interlocks/conflicts: Caesarstone participates in home improvement surfaces; no related‑party transactions with Trex reported for 2024; Audit Committee policy governs any related‑party dealings over $120,000 .
Expertise & Qualifications
- Deep manufacturing, operations, and logistics expertise from Harsco; prior CEO experience at Continental Global and Trex supports Board oversight of supply chain, efficiency, and product strategy .
- Provides continuity and institutional knowledge as former Trex CEO/Chairman; Board expressly retained him as Vice Chairman for expertise and governance continuity .
Equity Ownership
| Metric | 2024 (as of 3/11/2024) | 2025 (as of 3/10/2025) |
|---|---|---|
| Total Beneficial Ownership (shares) | 21,185 | 22,754 |
| Unvested RSUs included | 1,730 | 1,569 |
| % of Shares Outstanding | <1% | <1% |
| Shares pledged/hedged | Prohibited by policy; directors subject to anti‑hedging and anti‑pledging |
Director stock ownership guidelines: minimum holding equal to 3x annual cash retainer; other than a 2023‑appointed director (McDuffie), all directors meet guidelines, implying Kaplan is compliant .
Governance Assessment
- Alignment: Kaplan’s compensation is modest and formulaic, with fixed cash and time‑based RSUs; no performance link—consistent with director pay norms and peer benchmarking (~99% of median) .
- Independence and attendance: Board affirms independence; Kaplan met attendance thresholds and participated in an independent, majority‑independent Board with frequent executive sessions .
- Oversight strength: Vice Chairman role leverages prior CEO experience and continuity; independent committee leadership across Audit/Comp/NCGC mitigates concentration of influence .
- Conflicts: No related‑party transactions in 2024; strong anti‑hedging/pledging and insider trading controls; Section 16(a) compliance reported .
RED FLAGS to monitor:
- Role concentration: Non‑executive Vice Chairman receives additional fee; while committees are independently chaired, investors may monitor influence dynamics within Board leadership .
- Tenure/retirement policy: Board requires directors aged 75 or older (as of October before the annual meeting) to tender resignation for Board consideration; Kaplan is 73, approaching this threshold within two proxy cycles .
- Sector adjacency: External board at Caesarstone (home surfaces) is adjacent to Trex’s home improvement ecosystem; no current transactions, but monitor for future related‑party exposure .
Overall signal: Kaplan’s long operating track record, independence, and ownership guideline compliance support governance quality; absence of related‑party transactions and anti‑pledging policy bolster alignment with shareholders .