TREX 8-K
Trex Co Inc (TREX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Prithvi S. Gandhi as Senior Vice President and Chief Financial Officer
On September 30, 2025 the Board of Directors and the Compensation Committee of Trex Company, Inc. (the Company) appointed Prithvi S. Gandhi to serve as the Company’s Senior Vice President and Chief Financial Officer effective October 6, 2025. Mr. Gandhi will also serve as the principal financial and principal accounting officer of the Company and will be a named executive officer for purposes of the Company’s financial filings and public reporting. As the Senior Vice President and Chief Financial Officer, Mr. Gandhi will be responsible for overseeing all aspects of the finance and accounting functions of the Company.
Mr. Gandhi, age 55, served as Executive Vice President and CFO of Beacon Roofing Supply from April 2024 to June 2025. Prior to that, from August 2022 until April 2024, he served as Vice President and CFO of TAMKO Building Products, LLC, one of the largest independent U.S. manufacturers of residential roofing products, where he drove financial performance improvements and spearheaded the company’s entry into sustainable products. From August 2021 to July 2022, Mr. Gandhi was Executive Vice President and Chief Financial Officer of Fast Radius, Inc.. Earlier in his career, Mr. Gandhi had a successful eight-year tenure from August 2013 until May 2021, with Owens Corning [NYSE: OC], where he held multiple senior finance roles, including as Interim CFO from 2019-2020. Mr. Gandhi received a Bachelor of Science degree in Mathematics and Economics from the University of California, a Master of Arts degree in International Economics from Georgetown University, and Master of Business Administration degree with a concentration in Finance and Accounting from the Wharton School of Business.
There are no family relationships existing between Mr. Gandhi and any director or executive officer of the Company. There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Mr. Gandhi or any member of his immediate family had or will have any interest, that are required to be disclosed by Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Mr. Gandhi and any other persons pursuant to which Mr. Gandhi was appointed to such position.
Base Salary Compensation, Cash Incentive and Term Equity Incentives
Mr. Gandhi will receive an annual base salary of $560,000, which will be prorated for 2025, and will be a participant in the Company’s Annual Cash Incentive Compensation Program and Long-Term Equity Incentive Compensation Program, as further described in the Company’s Proxy Statement filed March 24, 2025. Mr. Gandhi’s target award under the Annual Cash Incentive Compensation Program will be 75% of his annual base salary, however, in the first quarter of 2026 contemporaneously with the payment of cash incentive to other employees, Mr. Gandhi’s award shall be pro-rated for his actual eligible 2025 earnings. Additionally, Mr. Gandhi’s target award under the Long-Term Equity Incentive Compensation Program will be 205% of his annual base salary. In addition, Mr. Gandhi will receive, on the second day after the Company issues its third quarter 2025 earnings release, an equity grant of time-based restricted stock units (RSUs) valued at $500,000, vesting as to one hundred percent (100%) of the total number of RSUs covered by this grant on October 6, 2028. In the event Mr. Gandhi voluntarily terminates his employment other than for Good Reason or his employment is terminated For Cause (as such defined terms are defined in the Company’s 2023 Stock Incentive Plan Restricted Stock Unit Agreement Time-Based Vesting (the “RSU Agreement”)) prior to October 6, 2028, then the unvested RSUs shall be forfeited.
For purpose of this RSU Agreement, “cause” and “good reason” are defined as follows:
Additional Compensation
Mr. Gandhi will receive a $200,000 cash signing bonus on the Company’s first regular payroll after October 6, 2025, which shall be repayable to the Company if the Company terminates Mr. Gandhi’s employment For Cause or Mr. Gandhi elects to resign without Good Reason (as such defined terms are disclosed below in the CIC Agreement section), within 3 years after October 6, 2025. Mr. Gandhi will also receive certain perquisites including but not limited to 401K contributions, a monthly company car allowance, and life insurance premiums.
Change in Control Severance Agreement
The Company and Mr. Gandhi will enter into the Company’s standard Form of Change in Control Severance Agreement between Trex Company, Inc. and Officers other than the Chief Executive Officer (the CIC Agreement) on October 6, 2025. Under this CIC Agreement, if within the period beginning 90 days before and ending two years after a change in control of the Company (as defined in the CIC Agreement), Mr. Gandhi’s employment is terminated by the Company (other than For Cause or by reason of death or disability) or if he terminates his employment for Good Reason, Mr. Gandhi will be entitled to receive severance benefits as detailed below:
For purpose of the CIC Agreement, “cause” and “good reason” are defined as follows:
To receive the payment and benefits under the CIC Agreement, Mr. Gandhi must, among other things, execute a customary release and comply with customary restrictive covenants set forth in his agreements with the Company.
Severance Agreement
In addition, the Company and Mr. Gandhi will enter into the Company’s standard Form of Severance Agreement between Trex Company, Inc. and executive officers other than the Chief Executive Officer (the Severance Agreement) on October 6, 2025 providing for the payment of severance compensation and benefits to him if the Company terminates his employment without Cause or if he resigns for Good Reason. For this purpose, Cause and Good Reason are defined in the same manner as in the CIC Agreement discussed above. Upon such a termination, Mr. Gandhi will be entitled to receive the following:
To receive the payment and benefits under the Severance Agreement, Mr. Gandhi must, among other things, execute a customary release and comply with customary restrictive covenants set forth in his agreements with the Company.
The foregoing description of Mr. Gandhi’s CIC Agreement, Severance Agreement, and RSU Agreement with the Company is qualified in its entirety by reference to the Form of Change in Control Severance Agreement between Trex Company, Inc. and Officers other than the Chief Executive Officer filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ending December 31, 2016 filed on February 21, 2017,the Form of Severance Agreement between Trex Company, Inc. and Officers
other than the Chief Executive Officer, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ending on June 30, 2025 filed on August 4, 2025, and the form of RSU Agreement (other than the vesting provisions of the RSUs which are as described above) filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the Quarter ending September 30, 2024 filed on October 28, 2024, respectively.
Item 7.01 Regulation FD Disclosure.
On October 1, 2025, the Company issued a press release announcing the appointment of Mr. Gandhi as Senior Vice President and Chief Financial Officer. A copy of this press release is furnished as Exhibit 99.1 hereto.
The information provided pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Trex Company, Inc. herewith furnishes the following exhibits:
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99.1 |
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104.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TREX COMPANY, INC. |
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Date: |
October 1, 2025 |
By: |
/s/ Bryan H. Fairbanks |
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Bryan H. Fairbanks |
Exhibit 99.1
Trex Company Names Prithvi S. Gandhi to Senior Vice President, Chief Financial Officer
Mr. Prithvi S. Gandhi, Senior Vice President, Chief Financial Officer, Trex Company, Inc
WINCHESTER, Va.--(BUSINESS WIRE)--October 1, 2025--Trex Company, Inc. [NYSE: TREX], the world’s largest manufacturer of high-performance, low-maintenance composite decking and railing, today announced that it has named Prithvi (Prith) Gandhi as Senior Vice President, Chief Financial Officer effective October 6, 2025.
Mr. Gandhi brings over 25 years of financial leadership experience, having served in CFO, FP&A, strategy and corporate development roles across the building products, manufacturing, basic materials, and information technology sectors. Most recently, he was Executive Vice President and CFO of Beacon Roofing Supply, a leading North American distributor of residential and commercial roofing products. While at Beacon, he strengthened the company’s focus on financial planning, business insights, investor relations and implementation of cost reduction actions. Prior to that, he served as Vice President and CFO of TAMKO Building Products, LLC, one of the largest independent U.S. manufacturers of residential roofing products, where he drove financial performance improvements and spearheaded the company’s entry into sustainable products.
“We’re very pleased to welcome Prith to Trex as our new Chief Financial Officer,” said Bryan Fairbanks, President and Chief Executive Officer of Trex Company. “He brings extensive leadership experience in finance, corporate strategy and development in the Building Products sector. Prith has a proven track record of developing impactful financial strategies, which are critical to successfully navigating the complexities of today’s Building Products landscape. His expertise will be invaluable as we continue to execute our long-term strategy, create sustainable value for our shareholders, and strengthen Trex’s market leadership."
Earlier in his career, Mr. Gandhi had a successful eight-year tenure at Owens Corning [NYSE: OC], where he held multiple senior finance roles, including as Interim CFO from 2019-2020.
"I am pleased to join the executive leadership team at Trex, universally recognized as a leader in the outdoor living space," said Prithvi Gandhi. "Trex’s proven track record of innovation, operational excellence, and delivering value to its customers and shareholders is inspiring. I look forward to contributing to the Company’s continued growth and success."
Prithvi Gandhi received a Bachelor of Science degree in Mathematics and Economics from the University of California, a Master of Arts degree in International Economics from Georgetown University, and Master of Business Administration degree with a concentration in Finance and Accounting from the Wharton School of Business.
About Trex Company
For more than 30 years, Trex Company [NYSE: TREX] has invented, reinvented and defined the composite decking category. Today, the company is the world’s #1 brand of sustainably made, wood-alternative decking and residential railing, and a leader in high performance, low-maintenance outdoor living products. Boasting the industry’s strongest distribution network, Trex sells products through more than 6,700 retail outlets across six continents. Through strategic licensing agreements, the company offers a comprehensive outdoor living portfolio that includes deck drainage, flashing tapes, LED lighting, outdoor kitchen components, pergolas, spiral stairs, fencing, lattice, cornhole and outdoor furniture – all marketed under the Trex® brand. Based in Winchester, Va., Trex is proud to have been named America’s Most Trusted® Outdoor Decking* 5 Years in a Row (2021-2025). The company also holds a place on Barron’s list of the 100 Most Sustainable U.S. Companies (2024 and 2025), was named one of America’s Most Responsible Companies 2024 by Newsweek, ranked as one of the 100 Best ESG Companies by Investor’s Business Daily, and named the Sustainable Brand Leader in the decking category by Green Builder Media for the 15th consecutive year. For more information, visit Trex.com.
You may also follow Trex on Facebook (trexcompany), Instagram (trexcompany), X (Trex_Company), LinkedIn (trex-company), TikTok (trexcompany), Pinterest (trexcompany) and Houzz (trex-company-inc), or view product and demonstration videos on the brand’s YouTube channel (TheTrexCo).
*2021-2025 DISCLAIMER: Trex received the highest numerical score in the proprietary Lifestory Research 2021-2025 America’s Most Trusted® Outdoor Decking studies. Study results are based on the experiences and perceptions of people surveyed. Your experiences may vary. Visit www.lifestoryresearch.com.
Contacts:
Lynn Morgen
Casey Kotary
ADVISIRY Partners
212-750-5800
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