Elaine Mendoza
RUSH ENTERPRISES INC \TX\About Elaine Mendoza
Elaine Mendoza (age 59) is an independent director at Rush Enterprises (RUSHA) since October 2019; she is President and CEO of Conceptual MindWorks, Inc. (founded 1990), bringing technology systems and cybersecurity expertise and entrepreneurial leadership to the board . She currently serves as Chair of the Nominating and Governance Committee and is a member of the Audit Committee, with Audit Committee Financial Expert designation; the board affirms her independence under NASDAQ standards . Tenure on RUSHA’s board: 6 years as of April 8, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas A&M University System | Regent; Chairman | 2011–2023; Chair 2019–2021 | Led governance oversight during chairmanship |
| HCSC (Health Care Service Corp.) | Director; Audit Committee Chair; Member of Finance and Governance & Nominations | 2015–2020 | Chaired audit; finance and governance involvement |
External Roles
| Company | Role | Start Year | Committees/Notes |
|---|---|---|---|
| Southwest Airlines Co. | Director | Not disclosed | Current public company board |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Audit Committee; not on Compensation and Human Capital Committee .
- Expertise: Audit Committee Financial Expert; technology/cybersecurity and leadership credentials highlighted by the board .
- Independence: Board determined Mendoza is independent (NASDAQ standards) .
- Attendance: Board met nine times in 2024; all current directors attended at least 75% of board and relevant committee meetings; Audit Committee met four times; Nominating & Governance met four times .
- ESG oversight: As NGC Chair, oversees sustainability, climate, and social responsibility matters; monitors trends and recommends responses .
- Lead Independent Director: William H. Cary (designated Feb 2025) presides over executive sessions; implies independent director leadership; Mendoza collaborates as NGC Chair .
- Dual-class voting risk: Proxy advisors (Glass Lewis/ISS) penalize unequal voting; Glass Lewis recommends “against” the NGC chair in such structures—directly relevant to Mendoza’s reelection risk despite company rationale for the structure .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer (cash) | 105,000 | Standard for all nonemployee directors |
| NGC Chair Retainer (cash) | 5,000 | Chair premium |
| Cash elected in lieu of equity | 58,000 | Mendoza elected mixed cash/equity |
| Total Fees Earned/Paid in Cash | 168,000 | Sum reflects retainer(s) and cash-in-lieu |
Performance Compensation
| Component | Grant Structure | 2024 Grant | Grant Date Fair Value ($) |
|---|---|---|---|
| Stock Award (Class A) | Outright shares | 1,938 shares | 86,997 |
- Director equity awards are outright stock grants (Class A), not performance-based RSUs/PSUs; no disclosed performance metrics or vesting schedules beyond outright grants for directors .
Other Directorships & Interlocks
- Current public boards: Southwest Airlines Co.; no disclosed interlocks with RUSHA’s key OEMs/suppliers (e.g., Peterbilt/PACCAR) .
- Prior public boards: HCSC (audit chair; finance; governance & nominations), indicating cross-industry audit/controls expertise .
Expertise & Qualifications
- Technology systems and cybersecurity expertise; entrepreneurial leadership as founder/CEO of CMI .
- Audit literacy and designation as Audit Committee Financial Expert; strengthens financial oversight capabilities .
- Governance leadership through prior chairmanship at Texas A&M Board of Regents; committee leadership at HCSC .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % of Class | Total Voting Power % |
|---|---|---|---|---|
| Elaine Mendoza | 17,827 | 0 | <1% (each class) | <1% |
- Hedging and pledging: Company prohibits hedging; pledging requires preapproval and is expected only in limited cases; none of the executive officers or directors currently pledge company stock .
- Director ownership guidelines: Required to hold company stock equal to 5× annual cash retainer; directors have 5 years to comply; as of Dec 31, 2024, each director was in compliance or on track (implies Mendoza is meeting guideline or on track) .
Governance Assessment
- Positives:
- Independent director with Audit Committee Financial Expert credentials; contributes to robust financial oversight .
- Active governance leadership as NGC Chair; ESG and succession oversight responsibilities align with investor governance priorities .
- Strong attendance expectations met across board/committees; consistent engagement .
- Compensation alignment: Balanced director pay mix combining cash retainers and equity; personal election of partial cash demonstrates flexibility without introducing option-based risk .
- No related-person transactions in 2024; clean conflicts profile .
- Watch items / RED FLAGS:
- Dual-class capital structure attracts proxy advisor opposition, specifically recommending “against” the NGC chair; elevates election risk and signals governance scrutiny for Mendoza despite Company’s contractual rationale with OEM dealer requirements .
- Change-in-control excise tax gross-up exists in executive Transition Plan for some participants (historic feature; policy restricts for new participants)—not directly applicable to Mendoza but may affect overall governance optics; company also maintains clawback policy .
Overall, Mendoza’s independence, audit expertise, and governance leadership support board effectiveness; primary investor sensitivity is the dual-class structure’s impact on NGC chair voting recommendations.
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Elaine Mendoza | 168,000 | 86,997 | 254,997 |
- 2024 structure for nonemployee directors: $105,000 annual retainer; NGC Chair +$5,000; Audit Chair +$20,000; equity typically 3,230 Class A shares ($145,000); Mendoza elected 1,938 shares ($87,000) plus $58,000 cash .
Related Party & Conflicts
- 2024 related-person transactions: None; Audit Committee reviews and approves any such transactions under defined procedures; none currently pending .
Say-on-Pay & Shareholder Feedback (Context)
- Executive say-on-pay (2023) approved with ~89% support; company conducts say-on-pay triennially with next vote in 2026; provides context on compensation governance culture (not specific to directors) .
Signals & Risk Indicators
- Legal/compliance: Audit oversight stable; EY auditor since 2002; non-audit services reviewed for independence .
- Hedging/pledging: Prohibited/controlled; no current pledging by directors .
- Dual-class governance: Persistent external advisor opposition to NGC chair role in unequal voting structures; direct implication for Mendoza’s proxy support .