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TREX CO INC

For the period ended May 6, 2025. Filed Mar 24, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2025 · Filed Mar 24, 2025

TREX$54.74-2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2500 Trex Way

Winchester, Virginia 22601

Notice of Annual Meeting of Stockholders

May 6, 2025

To our stockholders:

Notice is hereby given that the 2025 annual meeting of stockholders of Trex Company, Inc. will be held at Trex University, 331 Apple Valley Road, Winchester, Virginia, on Tuesday, May 6, 2025, at 9:00 a.m., local time, for the following purposes:

to elect three directors of Trex Company, Inc.;

to approve, on a non-binding advisory basis, the compensation of our named executive officers;

to ratify the appointment of Ernst & Young LLP as Trex Company’s independent registered public accounting firm for the 2025 fiscal year; and

to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 10, 2025 will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend this meeting.

We have elected to adopt the U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing a Notice Regarding the Availability of Proxy Materials (the “Notice of Availability”) to our stockholders instead of a paper copy of this Proxy Statement and our 2024 Annual Report. The Notice of Availability contains instructions on how to access and review those documents over the Internet. We believe that this process will allow us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. Stockholders who receive a Notice of Availability by mail and would like to receive a printed copy of our proxy materials should follow the instructions for requesting such materials included on the Notice of Availability.

Your vote is very important to us. Whether or not you plan to attend the meeting in person, your shares should be represented and voted. To vote, please complete and return your proxy card, or vote by telephone or via the Internet by following the instructions on your Notice of Availability. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the annual meeting and vote in person.

By Order of the Board of Directors,

Amy M. Fernandez

Senior Vice President, Chief Legal Officer

and Secretary

Dated: March 24, 2025

Table of Contents

Page
Proxy Summary1
Board of Directors2
General Information4
Proxy Solicitation4
Record Date and Voting Securities4
Electronic Notice and Mailing4
Revocability of Proxies5
Other Matters5
Solicitation Expenses5
Voting Procedures; Quorum; Abstentions; Broker Voting5
Security Ownership7
Election of Directors9
Nominees for Election as Directors9
Approval of Nominees9
Information About Nominees and Continuing Directors9
Nominees for Election for Three-Year Terms9
Directors Whose Terms Expire in 202610
Directors Whose Terms Expire in 202711
Corporate Governance14
Board of Directors14
Board Leadership Structure14
Board Committees15
Board Risk Oversight17
Sustainability Matters18
Compensation Committee Interlocks and Insider Participation19
Director Nominations Policy19
Communications with the Board of Directors; Reporting Questionable Accounting, Internal Accounting Controls and Auditing Matters20
Shareholder Engagement20
Delinquent Section 16(a) Reports20
Availability of Code of Conduct and Ethics, Bylaws, Corporate Governance Principles, and Committee Charters21
Non-Employee Director Compensation22
2024 Non-Employee Director Compensation24
2024 Non-Employee Director Equity Awards25
Named Executive Officers26
Compensation Discussion and Analysis27

i

Introduction27
2024 Say-on-Pay Results and Considerations27
Compensation Philosophy and Objectives27
How Do We Determine Executive Pay?29
Elements of Executive Compensation31
Pay Versus Performance Disclosure38
Pay Ratio Disclosure42
Perquisites42
Additional Information on our Program42
Report of the Compensation Committee of the Board of Directors of Trex Company, Inc.45
Summary Compensation Table46
All Other Compensation Table47
Grants of Plan-Based Awards48
Outstanding Equity Awards at Fiscal-Year End49
2024 Option / SAR Exercises and Stock Vested51
Equity Compensation Plan Information52
Retention, Severance and Change in Control Agreements53
Severance and Change in Control Compensation as of December 31, 202456
The Company’s Compensation Policies and Practices as They Relate to Risk58
Report of the Audit Committee of the Board of Directors of Trex Company, Inc.59
Advisory Vote on Executive Compensation61
Approval of Proposal 261
Ratification of Appointment of Independent Registered Public Accounting Firm for the 2025 Fiscal Year62
Approval of Proposal 362
Independent Registered Public Accounting Firm63
Fees63
Pre-Approval Policy63
Transactions with Related Persons64
Stockholder Proposals for the 2026 Annual Meeting65
Delivery of Documents to Stockholders Sharing an Address66
Other Matters67

ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.