Jason Wilder
RUSH ENTERPRISES INC \TX\About Jason Wilder
Jason Wilder (age 50) is Chief Operating Officer of Rush Enterprises, appointed November 2024; he oversees all Rush Truck Centers operations (new/used vehicle sales, parts, service, collision, upfitting, telematics) and IT, after leading the International/Navistar dealerships across 12 states and Canada . He holds a B.A. in Foreign Language – International Trade (Spanish) from Auburn University . Company performance context: FY2024 revenue was $7.8B and net income $304.2M ; cumulative TSR value (Item 402(v)) ended 2024 at $287.61 per $100 initial investment (2019 base) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rush Enterprises | Senior VP – International/Navistar Dealerships | 2019–Oct 2024 | Led 71 dealerships in 12 states and Canada; navigated freight recession headwinds; prepared succession to COO; broadened expertise in “One Team” sales and cybersecurity; focused on tech recruitment/retention . |
| Rush Enterprises | Regional GM – Georgia | 2011–2019 | Managed regional dealership operations and growth . |
| Rush Enterprises | Regional GM – North Carolina | 2008–2011 | Led state operations; improved sales/processes . |
| Rush Enterprises | GM – Atlanta medium-duty dealership | Nov 2006–2008 | Early leadership within Rush network . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fouts Brothers Truck Center (Smyrna, GA) | General Manager | Pre‑Nov 2006 | Commercial truck retail management experience prior to joining Rush . |
No public company directorships disclosed for Wilder .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $438,900 | $500,000 | +13.9% on promotion to COO . |
| Cash Performance Bonus ($) | $703,000 | $668,000 (paid Mar 14, 2025) | -5% YoY aligned to pre‑tax income decline . |
| Perquisites/Other ($) | $27,711 | $28,072 (LTD $2,851; auto $6,000; cell $720; 401(k) match $9,200) | Standard executive benefits . |
Performance Compensation
Annual Cash Bonus – Structure and 2024 Outcome
| Metric | Weighting | Target | Actual | Payout | Payout Date | Notes |
|---|---|---|---|---|---|---|
| Income from continuing operations before taxes | Discretionary (no pre‑established % targets) | Not disclosed | $397.8M (FY2024) | $668,000 | Mar 14, 2025 | Committee also considered competitive pay and individual performance . |
Annual Equity Awards – Grants and Vesting
| Detail | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Class A Options (#) | 15,000 | 10,000 | 10,000 |
| Exercise Price ($/sh) | $35.04 (3/15/2023) | $49.24 (3/15/2024) | Closing price on 3/14/2025 (to be set at grant) |
| Vesting – Options | 1/3 annually beginning 3rd anniversary; 10‑yr term | 1/3 annually beginning 3rd anniversary; 10‑yr term | 1/3 annually beginning 3rd anniversary; 10‑yr term |
| Class B Restricted Stock (#) | 24,600 | 16,400 | 20,000 |
| Vesting – RSAs | 1/3 annually beginning 1st anniversary | 1/3 annually beginning 1st anniversary | 1/3 annually beginning 1st anniversary |
| Aggregate Grant Date Fair Value ($) | $1,088,238 (RSAs) + $177,300 (options) = $1,265,538 | $830,496 (RSAs) + $171,300 (options) = $1,001,796 | Not disclosed (not in proxy) |
2024 Outstanding Awards at Year-End (select Wilder lines)
- Unexercisable Class A options: 10,000 (3/15/2024 grant at $49.24; expire 3/15/2034) .
- Unvested Class B restricted stock: 16,400 (market value $892,816 at $54.44 on 12/31/2024) .
2024 Exercises and Vests (liquidity signals)
| Event | Shares | Value Realized |
|---|---|---|
| Class A options exercised | 15,750 | $235,668 |
| Class B RSAs vested | 14,385 | $728,456 |
Equity mix is time‑based (RSAs + options); no PSUs or quantitative equity metrics disclosed for NEOs .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership – Class A | 16,204 shares (includes 15,500 shares via Vested Options counted in SEC beneficial ownership) |
| Beneficial ownership – Class B | 85,903 shares (includes 40,000 unvested restricted stock) |
| Ownership % of outstanding | Less than 1% of Class A; less than 1% of Class B; voting power not material . |
| Stock ownership guidelines | Executives must hold ≥2× base salary; retain ≥75% of net shares until guideline met . |
| Compliance status (12/31/2024) | All NEOs in compliance or on track (includes Wilder) . |
| Hedging / pledging | Hedging prohibited; pledging requires preapproval; none of execs/directors currently pledging . |
Employment Terms
Contract and Governance
- No individual employment agreements for current executive officers (including Wilder) .
- Clawback policy (amended Oct 23, 2023) applies to executives and equity recipients; recoupment for accounting restatements and misconduct; no indemnification against loss of clawed‑back compensation .
- Insider trading policy in place; filed with 2024 10‑K; blackout/compliance procedures administered .
Executive Transition Plan (Severance & Change‑in‑Control)
| Provision (Level 2 – Jason Wilder) | Involuntary Termination Absent CoC | Involuntary Termination Upon CoC | Notes |
|---|---|---|---|
| Cash severance | 1× base salary + 0.5× prior year cash bonus | 2× base salary + 2× highest bonus in prior 5 years | Paid over 12 months (absent CoC) or per plan terms; double‑trigger applies . |
| Equity vesting | No acceleration | Accelerated vesting of unvested equity | Based on closing prices disclosed . |
| Benefits continuation | 12 months | 24 months | COBRA at company expense if plan limits apply . |
| Excise tax gross‑up | Not entitled (entered post‑2011) | Not entitled | Committee policy prohibits new gross‑ups absent shareholder approval . |
| Restrictive covenants | Non‑compete/nonsolicit up to 24 months; confidentiality perpetual; clawback applies . |
Quantified Potential Payments (as of 12/31/2024)
| Component | Absent CoC ($) | Upon CoC ($) |
|---|---|---|
| Cash payments | $804,142 | |
| Acceleration of equity awards | — | $3,256,730 |
| Benefits continuation | $32,475 | $69,949 |
| Total | $836,617 | $5,667,963 |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $7,046.1M* | $7,873.9M* | $7,759.8M* |
| EBITDA ($USD) | $702.8M* | $732.7M* | $703.4M* |
- Values retrieved from S&P Global.
Additional disclosures:
- FY2024 company highlights: revenue $7.8B; net income $304.2M; dividends $54.9M; repurchases $16.4M; absorption ratio 132.2% .
- Q1 2025 results: revenue $1.85B; net income $60.3M; parts/service/body shop revenue $619M; absorption ratio 128.6% .
Risk Indicators & Red Flags
- Hedging prohibited; pledging requires preapproval; none currently pledging (reduces alignment risk) .
- Clawback policy strengthened in 2023; broad coverage for restatements/misconduct .
- No employment agreement (flexibility for company; potential retention risk depending on market opportunities) .
- Equity is time‑based; no PSUs disclosed (less direct pay‑for‑performance via equity metrics) .
- No related‑party transactions in 2024; Section 16 compliance generally timely .
Compensation Structure Analysis
- Cash bonus tied to a single financial metric (income from continuing operations before taxes) plus qualitative judgement; payouts flex with earnings but without pre‑set thresholds/curves .
- Equity mix shifted to predominantly RSAs with smaller options; vesting schedules create predictable supply (1/3 on 1st, 2nd, 3rd anniversaries for RSAs; options on 3rd, 4th, 5th anniversaries) .
- 2024 Wilder total equity grant fair value decreased vs 2023 (aligned with lower net income); options held constant; RSAs reduced .
- Peer benchmarking by CAP used as reference (median focus; not targeted percentiles); Wilder’s 2024 total cash compensation fell between 50th–75th percentile; base salary below 25th percentile .
Say‑on‑Pay & Shareholder Feedback
- 2023 advisory vote approval ~89% ; say‑on‑pay cadence every three years, next in 2026 .
Investment Implications
- Insider supply dynamics: Time‑based RSAs and option tranches create regular vesting/events; Wilder exercised 15,750 options and had 14,385 shares vest in 2024—watch Form 4s around March/anniversary dates for potential selling pressure .
- Alignment: Ownership guidelines (≥2× salary) and no pledging/hedging support alignment; Wilder’s beneficial holdings are modest vs total float, muting governance influence but aligning economically .
- Pay‑for‑performance: Cash bonuses flex with pre‑tax earnings; absence of PSU metrics limits direct tie to TSR/ROIC; consider advocating for multi‑metric PSUs to strengthen alignment.
- Retention/COC: Double‑trigger CIC with accelerated vesting and 2× salary + highest bonus multiple could be attractive in strategic transactions; no employment agreement and below‑median base may pose retention risk if peers recruit.
- Macro execution: Wilder’s operational remit spans sales and aftermarket amid freight recession/tariff/emissions uncertainty; company outperformed market segments and maintains strong absorption—execution risk mitigated by diversified customers and expense control .
For further diligence, track upcoming vesting dates (RSAs: annually each March 15; options: begin vesting at third anniversary) , monitor 8‑K Item 5.02 for compensation changes , and review Form 4 filings around grant/vest windows for trading signals.