Michael Goldstone
Senior Vice President, General Counsel and Corporate Secretary at 
RUSH ENTERPRISES INC \TX\
RUSH ENTERPRISES INC \TX\Executive
About Michael Goldstone
Senior Vice President, General Counsel and Corporate Secretary at Rush Enterprises (RUSHA). Appointed SVP in March 2023; previously VP, General Counsel and Corporate Secretary (2017–2023) and Associate General Counsel (2010–2017). Prior roles include 13 years as attorney/Associate General Counsel at Cooper Industries and associate attorney at Locke, Sapp, Zively, Hill & LaBoon, LLP (now Troutman Pepper Locke LLP). Education: BA Political Science (Drew University), JD (Vanderbilt University School of Law). Age 59 as of April 8, 2025. Company performance context: 2024 revenue $7.8B and net income $304.2M, with income from continuing operations before taxes of $397.8M; TSR since 2019 baseline rose to $287.61 for a $100 investment by 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rush Enterprises | Associate General Counsel | 2010–2017 | Supported legal operations and corporate governance . |
| Rush Enterprises | VP, General Counsel & Corporate Secretary | 2017–2023 | Led legal, corporate secretary functions; executed proxy processes and shareholder communications . |
| Rush Enterprises | SVP, General Counsel & Corporate Secretary | 2023–present | Executive leadership of legal and governance, board processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper Industries | Attorney/Associate General Counsel | 13 years | Corporate legal counsel, compliance . |
| Locke, Sapp, Zively, Hill & LaBoon, LLP (now Troutman Pepper Locke LLP) | Associate Attorney | N/A | Corporate/transactional legal practice . |
Fixed Compensation
- Not a named executive officer; individual salary/bonus amounts are not disclosed in the proxy. Company program features: base salary plus discretionary annual cash performance bonus influenced by income from continuing operations before taxes, competitive pay data, and qualitative individual performance .
- Insider trading policy and governance duties indicate significant role in proxy processes and shareholder communications (Corporate Secretary) .
Performance Compensation
| Component | Metric | Weighting | Target | 2024 Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus (discretionary) | Income from continuing operations before taxes; individual performance | No fixed weights (qualitative) | N/A | $397.8M (company) | Committee discretion (bonuses for NEOs decreased ~5% on average excluding specific adjustments) | N/A |
| Equity awards | Stock options + restricted stock (Class B) | Allocation varies by executive | Grant at FMV | Grants typically on Mar 15 each year | Subjective sizing vs peers and prior awards | Options: 1/3 annually starting 3rd anniversary; 10-year term. RSAs: 1/3 annually starting 1st anniversary |
Notes: The Compensation and Human Capital Committee does not use pre-established quantitative performance measures for executives; it assesses qualitative performance and company financials in determining payouts .
Equity Ownership & Alignment
| Date | Filing | Transaction | Shares | Price | Value | Notes |
|---|---|---|---|---|---|---|
| 2025-05-16 | Form 4 | Option/RSU exercise | 4,500 | $7.84 | N/A | Reported exercise activity; subsequent trade dates reported May 20, 2025 . |
| 2025-05-20 | Form 4 / News | Sale | — | — | ~$234,000 | Insider sale reported; timing may align with vest/exercise window . |
| 2025-03-18 | Form 4 | Award/withholding | — | — | — | Annual grant/withholding around grant/vesting cycle . |
| 2024-03-19 | Form 4 | Tax withholding on vest | — | — | — | Shares withheld to cover taxes on RSAs vesting . |
| 2023-03-17 | Form 4 | Tax withholding on vest | — | — | — | Shares withheld to satisfy tax obligations . |
| 2025-08-22 | Form 144 | Notice of proposed sale | — | — | — | Filed for potential sale of restricted/affiliate shares . |
| 2025-08-25 | Form 4 | Transaction (details in filing) | — | — | — | Officer status; see PDF for specifics . |
- Ownership guidelines: Executive officers must hold 2x base salary in company stock; encouraged to retain 75% of net shares until guideline met .
- Hedging/pledging: Hedging prohibited; pledging requires preapproval and is expected only under limited circumstances .
- Clawback: Amended and restated policy (Oct 23, 2023) enables recoupment of incentive comp for restatements or misconduct; applies to all employees receiving equity awards including executive officers .
- Beneficial ownership detail for Goldstone is not tabulated in the proxy’s “Security Ownership” table (not a named executive officer), but Form 4s reflect ongoing equity activity .
Employment Terms
- No employment agreement for current executive officers (the company has no employment agreements with any current executives) .
- Executive Transition Plan (ETP): double‑trigger change‑in‑control severance; benefits scale by level (Level 1 vs Level 2) including cash multiples, benefit continuation, and accelerated vesting for qualifying terminations; participants after March 3, 2011 are not entitled to excise tax gross‑ups. Goldstone’s specific participation level is not disclosed .
- Non-compete and non-solicit covenants apply to ETP participants post-termination (48 months Level 1; up to 24 months Level 2); confidentiality perpetual .
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Net Income ($USD Millions) | $114.9 | $241.4 | $391.8 | $348.0 | $304.2 |
| Income from Continuing Ops Before Tax ($USD Millions) | $151.7 | $313.6 | $509.3 | $462.1 | $397.8 |
| TSR – $100 Initial Investment (Class A) | $126.22 | $182.77 | $193.60 | $277.63 | $287.61 |
Investment Implications
- Alignment: Executive stock ownership guidelines, clawback, and hedging/pledging controls support alignment and downside discipline for legal/compliance leadership roles .
- Insider activity: Regular Form 4 filings around March (annual grant/vesting) and May suggest predictable windows for potential selling pressure; notable sale (~$234K) occurred May 20, 2025 .
- Retention risk: Absence of an employment agreement suggests at‑will employment; ETP provides protection if designated as a participant, but Goldstone’s level is not disclosed—monitor future proxies and 8‑Ks for plan participation and any change‑in‑control terms .
- Pay-for-performance: While individual metrics for the General Counsel are not disclosed, company-wide compensation practices rely on qualitative assessments and pre‑tax income, and equity awards with multi‑year vesting that encourage retention and long‑term focus .