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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/19 Trex Co Inc 10-K 12/31/18 99:6.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 725K 2: EX-10.1 Material Contract HTML 32K 3: EX-21 Subsidiaries List HTML 26K 4: EX-23 Consent of Experts or Counsel HTML 29K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 34K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 34K 7: EX-32 Certification -- §906 - SOA'02 HTML 29K 14: R1 Document and Entity Information HTML 63K 15: R2 Consolidated Statements of Comprehensive Income HTML 76K 16: R3 Consolidated Balance Sheets HTML 103K 17: R4 Consolidated Balance Sheets (Parenthetical) HTML 50K 18: R5 Statements of Changes in Stockholders' Equity HTML 72K 19: R6 Consolidated Statements of Cash Flows HTML 113K 20: R7 Business and Organization HTML 33K 21: R8 Summary of Significant Accounting Policies HTML 81K 22: R9 Acquisition HTML 42K 23: R10 Inventories HTML 37K 24: R11 Prepaid Expenses and Other Assets HTML 35K 25: R12 Goodwill and Other Intangible Assets HTML 41K 26: R13 Property, Plant and Equipment HTML 40K 27: R14 Accrued Expenses and Other Liabilities HTML 36K 28: R15 Debt HTML 38K 29: R16 Financial Instruments HTML 31K 30: R17 Stockholders' Equity HTML 51K 31: R18 Revenue From Contract With Customer HTML 58K 32: R19 Stock-Based Compensation HTML 87K 33: R20 Leases HTML 36K 34: R21 Employee Benefit Plans HTML 33K 35: R22 Income Taxes HTML 68K 36: R23 Segment Information HTML 61K 37: R24 Seasonality HTML 30K 38: R25 Commitments and Contingencies HTML 53K 39: R26 Interim Financial Data (Unaudited) HTML 47K 40: R27 Schedule II - Valuation and Qualifying Accounts HTML 45K and Reserves 41: R28 Summary of Significant Accounting Policies HTML 137K (Policies) 42: R29 Summary of Significant Accounting Policies HTML 32K (Tables) 43: R30 Acquisition (Tables) HTML 37K 44: R31 Inventories (Tables) HTML 37K 45: R32 Prepaid Expenses and Other Assets (Tables) HTML 34K 46: R33 Goodwill and Other Intangible Assets (Tables) HTML 40K 47: R34 Property, Plant and Equipment (Tables) HTML 38K 48: R35 Accrued Expenses and Other Liabilities (Tables) HTML 36K 49: R36 Stockholders' Equity (Tables) HTML 47K 50: R37 Revenue From Contract With Customer (Tables) HTML 42K 51: R38 Stock-Based Compensation (Tables) HTML 85K 52: R39 Leases (Tables) HTML 34K 53: R40 Income Taxes (Tables) HTML 68K 54: R41 Segment Information (Tables) HTML 59K 55: R42 Commitments and Contingencies (Tables) HTML 42K 56: R43 Interim Financial Data (Unaudited) (Tables) HTML 44K 57: R44 Business and Organization - Additional Information HTML 30K (Detail) 58: R45 Summary of Significant Accounting Policies - HTML 109K Additional Information (Detail) 59: R46 Summary of Significant Accounting Policies - HTML 43K Estimated Useful Lives of Property Plant and Equipment (Detail) 60: R47 Acquisition - Additional Information (Detail) HTML 81K 61: R48 Acquisition - Summary of Consideration Allocated HTML 63K to Assets Acquired and Liabilities Assumed (Detail) 62: R49 Inventories - Summary of Inventories (Detail) HTML 39K 63: R50 Inventories - Additional Information (Detail) HTML 32K 64: R51 Prepaid Expenses and Other Assets - Summary of HTML 46K Prepaid Expenses and Other Assets (Detail) 65: R52 Goodwill and Other Intangible Assets - Additional HTML 50K Information (Detail) 66: R53 Goodwill and Other Intangible Assets - Details of HTML 43K Intangible Assets (Detail) 67: R54 Property, Plant and Equipment - Summary of HTML 53K Property, Plant and Equipment (Detail) 68: R55 Property, Plant and Equipment - Additional HTML 36K Information (Detail) 69: R56 Accrued Expenses and Other Liabilities - Summary HTML 49K of Accrued Expenses and Other Liabilities (Detail) 70: R57 Debt - Additional Information (Detail) HTML 72K 71: R58 Stockholders' Equity - Additional Information HTML 60K (Detail) 72: R59 Stockholders' Equity - Computation of Basic and HTML 66K Diluted Earnings Per Share (Detail) 73: R60 Stockholders' Equity - Antidilutive Securities HTML 36K Excluded from Computation of Earnings Per Share (Detail) 74: R61 Revenue From Contracts With Customers - Additional HTML 32K Information (Detail) 75: R62 Revenue From Contracts With Customers - Summary of HTML 52K Disaggregated Net Sales (Detail) 76: R63 Stock-Based Compensation - Additional Information HTML 90K (Detail) 77: R64 Stock-Based Compensation - Summary of Stock-Based HTML 42K Compensation Expenses (Detail) 78: R65 Stock-Based Compensation - Time-Based Restricted HTML 53K Stock and Restricted Stock Unit Activity (Detail) 79: R66 Stock-Based Compensation - Performance-Based HTML 53K Restricted Stock Activity (Detail) 80: R67 Stock-Based Compensation - Summary of Assumptions HTML 41K Used to Estimate Fair Value of Each SAR (Detail) 81: R68 Stock-Based Compensation - SAR Activity (Detail) HTML 72K 82: R69 Leases - Minimum Annual Payments Under HTML 48K Non-Cancelable Leases (Detail) 83: R70 Leases - Additional Information (Detail) HTML 31K 84: R71 Employee Benefit Plans - Additional Information HTML 44K (Detail) 85: R72 Income Taxes - Income Tax Provision (Benefit) HTML 53K (Detail) 86: R73 Income Taxes - Reconciliation of Differences HTML 53K between Income Tax Provision and Income Tax Determined by Applying US Federal Statutory Rate (Detail) 87: R74 Income Taxes - Schedule of Deferred Tax Assets and HTML 68K Liabilities (Detail) 88: R75 Income Taxes - Additional Information (Detail) HTML 48K 89: R76 Segment Information - Additional Information HTML 46K (Detail) 90: R77 Segment Information - Details of Segment HTML 77K Information (Detail) 91: R78 Segment Information - Schedule of Reconciliation HTML 62K of Net Income to EBITDA (Detail) 92: R79 Commitments and Contingencies - Additional HTML 62K Information (Detail) 93: R80 Commitments and Contingencies - Summary of HTML 43K Reconciliation of Company's Residential Product Warranty Reserve (Detail) 94: R81 Interim Financial Data (Unaudited) - Summary of HTML 60K Interim Financial Data (Detail) 95: R82 Interim Financial Data (Unaudited) - Additional HTML 36K Information (Detail) 96: R83 Schedule II - Valuation and Qualifying Accounts HTML 40K and Reserves (Detail) 98: XML IDEA XML File -- Filing Summary XML 182K 97: EXCEL IDEA Workbook of Financial Reports XLSX 103K 8: EX-101.INS XBRL Instance -- trex-20181231 XML 1.58M 10: EX-101.CAL XBRL Calculations -- trex-20181231_cal XML 246K 11: EX-101.DEF XBRL Definitions -- trex-20181231_def XML 658K 12: EX-101.LAB XBRL Labels -- trex-20181231_lab XML 1.40M 13: EX-101.PRE XBRL Presentations -- trex-20181231_pre XML 1.03M 9: EX-101.SCH XBRL Schema -- trex-20181231 XSD 204K 99: ZIP XBRL Zipped Folder -- 0001193125-19-041150-xbrl Zip 185K
EX-10.1 |
Exhibit 10.1
Trex Company, Inc.
Description of Management Compensatory Plans and Arrangements
Components of Executive Compensation.
In accordance with the rules of the New York Stock Exchange, all components of compensation for the chief executive officer and other executive officers of Trex Company (the “Company”) are determined by the Compensation Committee of the Board of Directors, all of whom meet the independence requirements prescribed by such rules.
The Company’s executive compensation program includes a base salary, annual cash incentive compensation, and long-term equity incentive compensation issued under the Trex Company, Inc. 2014 Stock Incentive Plan (the “Stock Incentive Plan”).
Base Salary. Base salaries are the only non-variable element of the Company’s total compensation. They reflect each executive officer’s responsibilities, the impact of each executive officer’s position, and the contributions each executive officer delivers to the Company. Salaries are determined by competitive levels in the market for executives with comparable responsibilities and job scope based on the Company’s peer group and the results of executive compensation surveys, as well as the Company’s internal equity considerations. Each year, at its December meeting, the Compensation Committee reviews and establishes the base salaries of the Company’s executive officers for the next calendar year. Salary increases, if any, are based on individual performance, market conditions and Company performance. To gauge market conditions, the Compensation Committee evaluates the peer group and market data compiled by its independent compensation consultant. Base salaries are set upon review of the peer group and market data provided to the Compensation Committee upon consideration of the executive officer’s experience, tenure, performance and potential.
Annual Cash Incentive Compensation. The Company pays annual cash incentive compensation to its chief executive officer, other executive officers, and other key employees generally based upon the achievement of the Company’s planned pretax earnings and cash-flow objectives for the fiscal year, which are approved by the Compensation Committee no later than the first quarter of the year. For each fiscal year, each participant in the plan is assigned a “target incentive,” which is expressed as a percentage of the participant’s annual base salary. The cash incentive amount paid to a participant is determined by multiplying their target incentive by a performance percentage, which is calculated based on the extent to which the planned pretax earnings and cash flow objectives are achieved (excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets), subject to the discretion of the Compensation Committee to increase or decrease such amount. Cash incentive payments are conditional upon the participant’s continued employment by the Company through the date of grant, and are pro-rated for employees who have served for less than a full year.
Long-Term Equity Incentive Compensation. The Company maintains a long-term equity incentive compensation plan for the benefit of its chief executive officer, other executive officers, and other key employees. Awards under the plan are made under the Stock Incentive Plan by the Compensation Committee. Such awards consisted of a mix of 50% performance-based restricted stock units, 35% time-based restricted stock units, and 15% stock appreciation rights, or “SARS”. The restricted stock units and SARS each have a three-year vesting period, vesting one-third each year equally, with the vesting of the performance-based restricted stock units based on performance against target earnings before interest, taxes, depreciation and amortization, or “EBITDA,” for 1 year, cumulative 2 years and cumulative 3 years, respectively (in each case excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets). The total target long-term incentive award for each participant in the plan is expressed as a percentage of the participant’s base salary. The grant of any long-term equity is conditional upon the attainment of positive pretax earnings target for the prior year (excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets), subject to the discretion of the Compensation Committee to increase or decrease the award.
Personal Benefits and Perquisites. The Company maintains a limited number of benefit programs available solely to the Company’s executive officers. The personal benefits are considered to constitute a part of the Company’s overall program and are presented in this light as part of the total compensation package approved by the Compensation Committee at the time of an executive officer’s hiring or promotion, as part of the Compensation Committee’s review of each executive officer’s annual total compensation, and in compensation discussions with executive officers.
Other Compensatory Plans
The Company’s executive officers also are eligible to participate in the Company’s 401(k) plan, which is available to all regular Company employees.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/23 Trex Co. Inc. 10-K 12/31/22 91:8.9M Donnelley … Solutions/FA 2/28/22 Trex Co. Inc. 10-K 12/31/21 99:9.4M Donnelley … Solutions/FA 5/10/21 Trex Co. Inc. 10-Q 3/31/21 74:4.5M Donnelley … Solutions/FA 2/22/21 Trex Co. Inc. 10-K 12/31/20 98:8.9M Donnelley … Solutions/FA |