Amy Boerger
RUSH ENTERPRISES INC \TX\About Amy Boerger
Independent director of Rush Enterprises, Inc. (RUSHA); age 62; joined the Board in October 2023; ~2 years of service as of the 2025 proxy. She spent 39 years at Cummins Inc., serving as Vice President and General Manager from April 2015 through January 2023, with prior roles as product engineer and account executive, bringing deep commercial vehicle power systems expertise and relationships across OEMs, dealer groups and end-users. Current public board: Knight‑Swift Transportation Holdings Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | Vice President & General Manager | Apr 2015 – Jan 2023 | Led North American highway market; contributed to Emissions Solutions; built stakeholder relationships in trucking industry |
| Cummins Inc. | Product Engineer; Account Executive | Not disclosed | Early-career technical and commercial roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knight‑Swift Transportation Holdings Inc. | Director | Current (not dated) | Committee roles not disclosed in RUSHA proxy |
Board Governance
- Independence: Board determined Ms. Boerger is independent under Nasdaq standards .
- Committees: Member, Audit Committee (appointed May 2024); member, Compensation and Human Capital Committee (appointed May 2024) . Not listed on Nominating & Governance Committee in 2024 .
- Committee chairs: Audit Chair – Thomas A. Akin; Compensation & Human Capital Chair – William H. Cary; Nominating & Governance Chair – Elaine Mendoza .
- Attendance: Board met 9 times in 2024; each current director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: William H. Cary (appointed Feb 2025) presides over executive sessions of nonemployee directors held regularly and at least twice per year .
- Stock ownership guidelines: Nonemployee directors must hold shares equal to 5x annual cash retainer; as of Dec 31, 2024, each director was in compliance or on track .
- Hedging/Pledging: Hedging prohibited; pledging requires preapproval and is expected only under limited circumstances; none of the executives or directors currently pledge company stock .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $105,000 | Standard for nonemployee directors |
| Committee chair fee (Audit) | $20,000 | Not applicable to Boerger |
| Committee chair fee (Comp; Nominating) | $5,000 each | Not applicable to Boerger |
| 2024 fees earned or paid in cash (total) | $148,500 | Includes cash elected in lieu of part of stock award |
Performance Compensation
Directors receive equity grants of Class A Common Stock; these are outright grants (not options) and not tied to performance metrics. Ms. Boerger elected a mixed cash/equity alternative in 2024 (no performance-based vesting disclosed). No director performance metrics, targets, or ESG-linked criteria are disclosed for director compensation .
| Equity Award (2024) | Shares | Grant Date Fair Value ($) |
|---|---|---|
| Class A Common Stock (outright grant) | 2,261 | 101,496 |
| Cash in lieu of stock (additional) | — | 43,500 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Knight‑Swift Transportation Holdings Inc. | Director | RUSHA’s compensation peer group includes Knight‑Swift; Ms. Boerger serves on RUSHA’s Compensation & Human Capital Committee, creating a notable benchmarking interlock to monitor (peer group listed May 2024) . |
Expertise & Qualifications
- Truck/commercial vehicle industry and power system technologies; leadership across OEMs, dealerships, and end-user relationships, valuable amid drivetrain transitions .
- Board skills matrix (Board view) emphasizes industry experience, executive leadership, strategy and innovation across the Board; Ms. Boerger highlighted for deep truck industry credentials .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Voting Power Impact |
|---|---|---|---|
| Class A Common Stock | 3,762 | <1% (*) | Class A has 1/20th vote per share; aggregate voting power determined across A/B classes |
| Class B Common Stock | 0 | — | Class B has 1 vote per share |
- Director ownership guideline: 5x annual cash retainer; directors were in compliance or on track as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent status; dual committee membership (Audit; Compensation & Human Capital) signaling engagement; at least 75% attendance; compliance/on‑track with stock ownership guidelines; strong hedging/pledging controls; no related‑person transactions in 2024 .
- Signals to monitor: Compensation benchmarking interlock—Ms. Boerger sits on RUSHA’s Compensation Committee while Knight‑Swift is a named compensation peer; this can raise perception risks on peer selection rigor and pay setting, though the committee uses independent consultant CAP and structured independence protocols .
- Broader governance context: Dual‑class capital structure maintained to satisfy dealer principal voting requirements; proxy advisors may recommend against certain directors due to unequal voting rights—while aimed at Board-level policy, it can affect investor sentiment generally; Ms. Boerger is not the Nominating & Governance Chair (the typical focus of Glass Lewis policy) .
- Compliance: Section 16(a) filings were timely in 2024 except one late Form 4 for a different director; no issues noted for Ms. Boerger .
Appendix: Company-Level Compensation & Shareholder Signals (Context)
- Say‑on‑pay: 2023 advisory vote approval ~89%; next vote scheduled for 2026 under triennial cadence .
- Compensation governance: Independent consultant (CAP), defined peer group (includes Knight‑Swift), clawback policy updated Oct 23, 2023; prohibition on option repricing; insider trading policy limiting hedging/pledging .
(*) Represents less than 1% as disclosed in the proxy .