Jody Pollard
RUSH ENTERPRISES INC \TX\About Jody Pollard
Jody Pollard, age 48, is Senior Vice President – Truck & Aftermarket Sales at Rush Enterprises (RUSHA). He joined the company in 1999 through its New Graduate Management Trainee program and has served in his current role since March 2021, following prior leadership roles in operations and regional management. In 2024, under Pollard’s oversight, Class 4–7 commercial vehicle sales increased 5.1% YoY and aftermarket revenues reached $2.5 billion, helping maintain a 132.2% absorption ratio despite industry headwinds; company net income was $304.2 million on $7.8 billion of revenue. Company TSR since 2019 implies $287.61 from a $100 initial investment by year-end 2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rush Enterprises | Senior Vice President – Truck & Aftermarket Sales | 2021–present | Oversaw new/used vehicle and aftermarket sales; delivered +5.1% Class 4–7 sales YoY and $2.5B aftermarket revenue in 2024; maintained 132.2% absorption ratio. |
| Rush Enterprises | Senior Vice President – Operations | 2017–2021 | Led dealer operations across sales, service, collision, and tech businesses; advanced “One-Team” sales approach. |
| Rush Enterprises | Regional GM, North Texas & Oklahoma | 2010–2017 | Managed regional commercial vehicle dealership performance and growth. |
| Rush Enterprises | Various roles; Management Trainee (entry) | 1999–2010 | Progressed through increasing responsibility following trainee program. |
External Roles
No external public company directorships or roles are disclosed for Mr. Pollard in the proxy.
Fixed Compensation
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Base Salary ($) | 467,500 | 488,538 |
| Actual Cash Bonus Paid ($) | 663,000 (paid 2023 for FY22) | 610,950 (paid 2025 for FY24) |
| All Other Compensation ($) | 23,621 | 24,406 |
| Total Reported Compensation ($) | 2,090,681 | 2,176,330 |
Notes:
- 2024 bonus decisions were informed by pretax income decline (from $462.0m in 2023 to $397.8m in 2024) and peer benchmarking; Pollard’s bonus rose to align total cash comp with peers and reflect leadership despite market weakness.
Performance Compensation
Annual Cash Bonus Determination Framework (disclosed approach)
| Metric | Weighting | Target | Actual (FY 2024) | Payout | Notes |
|---|---|---|---|---|---|
| Income from continuing operations before taxes | Not disclosed | Not disclosed | $397.8m | $610,950 | Committee uses subjective assessment blending company pretax income trends, competitive data, and individual performance; no formulaic weights disclosed. |
Equity Incentive Awards – Grants
| Grant Type | Class | Grant Date | Shares (#) | Exercise Price ($) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Restricted Stock Award (RSA) | Class B | 3/15/2024 | 17,400 | — | 881,136 | Vests 1/3 annually beginning first anniversary (approx. 5,800 shares on 3/15/2025, 3/15/2026, 3/15/2027). |
| Stock Options | Class A | 3/15/2024 | 10,000 | 49.24 | 171,300 | Vests in 1/3 annual increments starting third anniversary; 10-year term. |
Historical awards context:
- Committee allocated Pollard’s 2024 equity approximately 16% options and 84% restricted stock (subjective allocation; no fixed policy).
2024 Equity Activity – Realized and Vested
| Activity | Shares (#) | Value ($) |
|---|---|---|
| Options Exercised (Class A) | 11,250 | 241,367 |
| Stock Vested (Class B RSA) | 14,315 | 724,912 |
Outstanding Awards at FY-End 2024 (positioning and potential overhang)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Prices ($) | Next Key Vest Dates |
|---|---|---|---|---|
| Stock Options (by grant; selected) | 11,250 (2017), 22,500 (2018), 22,500 (2019), 15,000 (2020), 5,000 (2021) | 7,500 (2020), 10,000 (2021), 15,000 (2022), 15,000 (2023), 10,000 (2024) | 7.84–49.24 | Options granted 3/15/2024 begin vesting 3/15/2027; 10-year expirations 2026–2034. |
| Unvested Class B Restricted Stock | — | 7,700 (2022 grant), 17,400 (2023 grant), 17,400 (2024 grant) | — | RSAs vest 1/3 annually from first anniversary of each grant date. |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership – Class A | 96,867 shares; includes 93,750 shares via vested options. |
| Beneficial Ownership – Class B | 164,202 shares; includes 37,700 unvested restricted shares. |
| Ownership % of Class | Less than 1% of Class A and Class B; less than 1% total voting power. |
| Stock Ownership Guidelines | Executives must hold ≥2x base salary; Pollard in compliance as of 12/31/2024. |
| Hedging/Pledging | Hedging prohibited; pledging requires preapproval and is expected only in very limited circumstances. |
| Clawback | Amended and restated policy (10/23/2023) allows recovery of incentive comp for restatements and misconduct; applies to all equity award recipients. |
Employment Terms
- Employment Agreements: Rush has no employment agreements with current executive officers; Pollard serves at the pleasure of the Board.
- Executive Transition Plan (severance/change-of-control):
- Level: Pollard designated Level 2 participant.
- Double-trigger CoC requirement; benefits only upon qualifying termination in connection with a change-in-control.
- Severance economics:
- With Change-in-Control: Cash = 2x base salary + 2x highest annual cash bonus in any of the previous 5 years; accelerated vesting of equity; 24 months continuation of life/health insurance; no excise tax gross-up (entered plan after 3/3/2011).
- Without Change-in-Control: Cash = 1x base salary + 0.5x prior-year cash bonus; no equity acceleration; 12 months benefits.
- Covenants: Non-compete and non-solicit up to 24 months (Level 2) post-termination; confidentiality obligations are perpetual; violation triggers forfeiture/reimbursement of severance.
Compensation Structure Analysis
- Mix and pay positioning vs peers (CAP review): Pollard’s 2024 base salary and total cash compensation were below the 25th percentile, while his equity awards were between the 50th–75th percentile; total direct compensation was below the 25th percentile.
- Program design: Committee uses subjective assessments rather than rigid quantitative formulas; principal financial measures considered include pretax income and net income, alongside individual evaluations.
- No option repricing; LTIP prohibits repricing without shareholder approval, mitigating shareholder-unfriendly practices.
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: Approximately 89% support at 2023 Annual Meeting; next say-on-pay in 2026 (triennial cadence per 2023 vote).
Risk Indicators & Red Flags
- Tax gross-ups: Pollard is not entitled to excise tax gross-ups under the Transition Plan policy (post-3/3/2011 entrants excluded).
- Hedging/pledging: Hedging banned; pledging requires preapproval; no individual pledging disclosures noted for Pollard in the proxy.
- Clawback: Robust clawback covering restatements and misconduct across three prior fiscal years; prohibits indemnification for clawback losses.
- Option repricing: Prohibited under LTIP.
Expertise & Qualifications
- Education: B.S. in Agriculture Leadership and Development, Texas A&M University.
- Technical & commercial expertise: Long-tenured sales and operations leader across truck and aftermarket segments; demonstrated performance through market downturns (freight recession, high rates).
Performance & Track Record
- 2024 operational outcomes under Pollard’s remit: +5.1% Class 4–7 sales YoY; aftermarket revenue $2.5 billion; maintained absorption ratio at 132.2%.
- Company financials (context): 2024 revenue $7.8 billion; net income $304.2 million; TSR since 2019: $287.61 per $100 initial investment by 2024.
Investment Implications
- Alignment: Significant equity exposure through unvested restricted stock and extensive outstanding options, plus compliance with ownership guidelines, supports alignment with long-term shareholder value.
- Near-term selling pressure: 2024 vesting and option exercise activity (14,315 RSAs vested; 11,250 options exercised) indicates recurring liquidity events; future RSA tranches vest annually each March, and options begin vesting in March 2027, potentially creating periodic supply.
- Retention risk: Double-trigger CoC protection with meaningful severance and benefit continuation mitigates retention risk; absence of employment contract and use of subjective bonus framework requires continued strong individual evaluations.
- Pay-for-performance: Bonus outcomes flex with pretax income trends and leadership execution; Pollard’s 2024 bonus increase aimed to align total cash compensation with peers despite macro pressure, signaling committee confidence in execution.