Kennon Guglielmo
RUSH ENTERPRISES INC \TX\About Kennon H. Guglielmo
Dr. Kennon H. Guglielmo, 58, has served as an independent director of Rush Enterprises (RUSHA) since January 2015. He is CEO of Genisys Controls, LLC (parent of EControls and FW Murphy Production Controls) since December 2016, with prior roles including Global Co-Lead of Electronic Controls for Helios and former director of Helios Technologies (NASDAQ: HLIO) from June 2019 to June 2021, bringing deep engine controls and drivetrain technology expertise to the board . The board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rush Enterprises, Inc. | Independent Director | Jan 2015–present | Member: Audit Committee; Nominating & Governance Committee |
| Helios Technologies, Inc. (NASDAQ: HLIO) | Director | Jun 2019–Jun 2021 | Governance/technology perspective; prior Global Co‑Lead of Electronic Controls (Dec 2016–Mar 2019) |
| Genisys Controls, LLC / EControls | Co‑CEO & CTO (pre‑2016); President of EControls (prior) | Pre‑2016 | Built technical depth in engine controls and Li‑ion battery systems |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Genisys Controls, LLC (parent of EControls, FW Murphy Production Controls) | Chief Executive Officer | Private | Focus on engine control systems and Li‑ion battery tech for industrial and commercial vehicle markets |
| Helios Technologies, Inc. (NASDAQ: HLIO) | Director (former) | Public | Board service Jun 2019–Jun 2021 |
Board Governance
- Independence and service: Independent director; board size 9 with 7 independent; elected annually by majority vote in uncontested elections .
- Committee assignments: 2024 Audit Committee member (Akin, Chair; members included Cary, Guglielmo, Mendoza, Boerger), and 2024 Nominating & Governance Committee member (Mendoza, Chair; members included Chess, Guglielmo, Clarke); not on Compensation & Human Capital Committee in 2024 .
- Committee activity/attendance: Board met nine times in 2024; each current director attended at least 75% of board and committee meetings of which they were a member; all directors attended the 2024 annual meeting .
- Executive sessions & leadership: Non‑employee directors hold executive sessions at least twice per year; Lead Independent Director (William H. Cary, designated Feb 2025) presides .
- Governance policies: Prohibit hedging; pledging by executives/directors requires pre‑approval; none currently pledging; related‑party transactions policy in place and none in 2024 .
- Dual‑class context: Company maintains a shareholder‑approved dual‑class structure; proxy advisors may recommend against some directors in such structures, but company requests consideration of its specific rationale .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard retainer for non‑employee directors . |
| Committee chair fees | $0 | Only chairs receive add’l retainers (Audit $20k; Comp/NGC $5k); Dr. Guglielmo is not a chair . |
| Meeting fees | $0 | Not disclosed/used; compensation is retainer plus equity . |
Performance Compensation (Director)
- Equity awards: Received an outright grant of 3,230 shares of Class A Common Stock, grant date fair value approximately $145,000, as part of the 2024 director equity program .
- Performance metrics: Director pay uses fixed retainers and outright stock awards; no performance‑conditioned metrics (e.g., PSUs/TSR hurdles) disclosed for directors .
Other Directorships & Interlocks
| Company | Current/Former | Role | Potential Interlock/Overlap |
|---|---|---|---|
| Helios Technologies, Inc. | Former (2019–2021) | Director | No current public boards; prior board adds electronics/controls insight . |
Expertise & Qualifications
- Technical/industry: Extensive expertise in engine control systems and emerging drivetrain technologies; entrepreneurial leadership experience; contributes to strategic expansion of customer solutions in technology areas .
- Board matrix indicators: Recognized for innovation, strategy, industry experience, and information security/cybersecurity among board skill sets .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Voting Power |
|---|---|---|---|---|---|
| Dr. Kennon H. Guglielmo | 69,263 | <1% | 0 | <1% | <1% |
- Ownership guidelines: Non‑employee directors are expected to hold shares equal to 5× annual cash retainer; as of Dec 31, 2024, each then‑serving director was in compliance or on track .
- Hedging/pledging: Hedging prohibited; pledging requires pre‑approval; none of executives/directors currently pledging .
- Section 16(a) compliance: One Form 4 for Dr. Guglielmo was filed one day late in 2024 due to administrative error (noted by the company) .
Governance Assessment
- Board effectiveness: Dual committee membership (Audit; Nominating & Governance) aligns with his technical and governance skill set; Audit met 4× and NGC 4× in 2024, and he met the ≥75% attendance threshold—indicating active engagement .
- Independence and conflicts: Board affirms independence; no related‑party transactions in 2024; while his company (Genisys/EControls) operates in adjacent commercial vehicle technologies, the proxy discloses no related‑party dealings—mitigating conflict risk .
- Alignment: Mix of cash retainer and outright stock aligns director incentives with shareholders; stock ownership guideline at 5× retainer and compliance status further supports alignment .
- Risk indicators: No pledging or hedging; one immaterial late Form 4 filing noted; overall governance posture strengthened by policies on clawbacks (for employees), insider trading policy, and regular executive sessions under a designated Lead Independent Director .
RED FLAGS: None material disclosed specific to Dr. Guglielmo; note single late Form 4 administrative filing and broader dual‑class policy headwinds from proxy advisors (primarily aimed at chairs/boards in general, not specifically at him) .