TREX CO INC 8-K

What Happened
Trex Company, Inc. announced on Feb. 24, 2026 (via Form 8-K and a press release) that Bryan H. Fairbanks will resign as President, Chief Executive Officer and director effective April 28, 2026. Adam D. Zambanini, the company’s Executive Vice President & Chief Operating Officer, age 49, will succeed Fairbanks as President and CEO and will join the Board on April 28, 2026; his initial director term will expire at the 2027 Annual Meeting. The Board said Fairbanks’ resignation is not due to any disagreement with the company.

Key Details

• Effective date: April 28, 2026 (Fairbanks remains in role and will support transition through April 27, 2026).
• New CEO pay: Zambanini’s base salary increased to $900,000; annual cash incentive target raised to 110% of base (prorated for 2026); equity target under the 2023 Stock Incentive Plan increased to 450% of base salary.
• Severance/benefits: Zambanini’s existing change-in-control and severance agreements will be amended to include terms substantially similar to those for Fairbanks. Car allowance raised to $12,000/year. As a non-independent director, Zambanini won’t receive separate board pay.
• Fairbanks transition and consulting: Fairbanks will be eligible for his 2025 bonus (paid in March 2026), continue vesting in outstanding equity through the Transition Period, and — if he signs a Consulting Agreement and a release — can be retained as a consultant up to 12 months after the Separation Date for $16,666 per full month (through April 30, 2027), with certain COBRA and vesting provisions.

Why It Matters
This filing documents a planned, board-approved CEO succession with the internal promotion of the COO, plus the related compensation and transition arrangements. Investors should note the timing (April 28, 2026), the material increases in incoming CEO pay targets (notably the 450% stock award target), and the structured transition/consulting payments to the outgoing CEO — all of which affect executive incentives and near-term corporate governance. The company also issued a press release announcing the succession alongside this 8‑K.