Michael McRoberts
RUSH ENTERPRISES INC \TX\About Michael J. McRoberts
Age 66. Director since October 2023; currently serves as Senior Advisor (effective November 1, 2024) after serving as Chief Operating Officer from July 2016 to October 2024. Deep commercial truck dealership and leasing-operations background (including oversight of Rush’s dealership operations and IT) with prior leadership at Scully Companies and earlier CFO/President roles at other dealerships. Not an independent director given ongoing employment relationship with the Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rush Enterprises, Inc. | Senior Advisor | Nov 2024 – Present | Advisory role following COO transition; ongoing strategic and operational counsel. |
| Rush Enterprises, Inc. | Chief Operating Officer | Jul 2016 – Oct 2024 | Led all dealership operations, aftermarket, collision, upfitting, CNG, telematics; oversaw IT; drove expense management and market share gains. |
| Rush Enterprises, Inc. | SVP – Dealer Operations | Mar 2013 – Jul 2016 | Led dealer operations nationwide. |
| Rush Truck Centers (Rush Enterprises) | Regional Manager (California) | 2011 – 2013 | Regional P&L and sales leadership. |
| Scully Companies | VP–GM & COO | 2006 – 2011 | Full‑service leasing and dedicated contract carriage leadership. |
| Other commercial vehicle dealerships | CFO and President | ~13 years (prior roles) | Financial and operating leadership in dealership environment. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current or prior public company directorships disclosed. |
Board Governance
| Item | Status |
|---|---|
| Independence | Not independent (seven of nine directors are independent; McRoberts is not in that group). |
| Committees | None (no Audit, Compensation & Human Capital, or Nominating & Governance assignments). |
| Board/Committee Attendance | Each current director attended at least 75% of Board and applicable committee meetings in 2024. |
| Years on Board | 2 years (as of April 8, 2025, per Board matrix). |
| Lead Independent Director | William H. Cary (designated February 2025). |
| Executive Sessions | Nonemployee directors hold executive sessions at least twice per year during regular Board meetings. |
| Committee Structure | Three standing committees comprised solely of independent directors. |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 611,248 | 624,699 | As NEO while serving as COO part of 2024. |
| Cash Bonus ($) | 2,078,000 | 835,000 | 2024 bonus decreased 59.8% YoY; paid March 2025 for 2024 performance. |
| Director Fees | — | — | Not eligible for nonemployee director compensation while serving as Senior Advisor/employee. |
Senior Advisor Agreement (effective Nov 1, 2024):
- Base salary: $800,000 per year.
- Annual restricted stock grant: $250,000 each March 15 (same vesting terms as executive officers).
- Continues to participate in employee benefit and retirement plans (no longer in the Executive Transition Plan).
- Contains confidentiality, non‑compete and non‑solicit obligations.
Performance Compensation
| Equity Award Detail | 2023 | 2024 | Vesting / Terms |
|---|---|---|---|
| Class B Restricted Stock (#) | 45,000 | 45,000 | RS generally vest 1/3 annually beginning on first anniversary of grant. |
| Class A Stock Options (#) | 15,000 | 10,000 | Options vest 1/3 annually beginning on third anniversary; 10‑year term. |
| Option Exercise Price ($/sh) | 35.04 | 49.24 | Exercise price equals closing Class A price on grant date. |
| Aggregate Grant Date Fair Value ($) | 1,843,650 (RS) / 177,300 (Options) | 2,278,800 (RS) / 171,300 (Options) | ASC 718 grant‑date fair values. |
Performance metric framework used by the Compensation & Human Capital Committee for NEO pay decisions (discretionary, no pre‑set quantitative targets):
- Income from continuing operations before taxes; Net income; Evaluations of individual performance.
- McRoberts’ 2024 cash bonus down 59.8% YoY given role transition and Committee discretion.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed. |
| Prior public boards | None disclosed. |
| Interlocks | None disclosed (no related interlocks noted). |
Expertise & Qualifications
- Commercial vehicle dealership operations and leasing expertise; long‑tenured operator with institutional knowledge of Rush’s strategy and execution.
- Led large multi‑state dealership footprint; oversaw IT/cyber program review via COO remit, relevant to operational risk oversight.
- Board assigns him value for operational insight and strategic guidance tied to growth and margin execution.
Equity Ownership
| Holding (as of Mar 14, 2025) | Amount | Notes |
|---|---|---|
| Class A Common Stock (shares) | 126,772 | Includes 111,000 vested options in total Class A ownership disclosure. |
| Class B Common Stock (shares) | 279,696 | Includes 182,434 shares in the Michael J. McRoberts Trust (revocable; sole trustee). |
| Percent Total Voting Power | 1.4% | Voting power based on differential voting between classes. |
| Unvested Restricted Stock (Class B) | 52,667 | Unvested as of year‑end context in beneficial ownership footnotes. |
| Hedging/Pledging | Hedging prohibited; pledging requires pre‑approval; none of directors/executives currently pledging. | |
| Director Ownership Guidelines | Directors (non‑officers) expected to hold 5x annual cash retainer; as of Dec 31, 2024, each director was in compliance or on target. |
Insider Trades (2024 Realizations)
| Transaction Type (2024) | Shares | Value ($) |
|---|---|---|
| Options exercised (Class A) | 12,500 | 241,743 |
| Restricted stock vested (Class B) | 19,604 | 992,747 |
| Values per company methodology for exercises/vesting on applicable dates. |
Related-Party Transactions and Conflicts
- Related‑person transactions: None in 2024 (Audit Committee reviews/approves any such transactions; none currently).
- Dual role: Non‑independent director while serving as paid Senior Advisor; mitigated by independent‑only committee composition and absence of committee assignments for McRoberts.
- Clawback: Amended policy (Oct 23, 2023) enables recoupment of certain incentive compensation upon restatements or misconduct; applies to current and former executive officers and employees receiving equity.
Compensation Structure Analysis (signals)
| Indicator | Observation |
|---|---|
| Discretionary bonus design | Committee does not use pre‑set quantitative targets; evaluates income before taxes, net income, and individual performance; introduces subjectivity risk but historically aligns with profitability. |
| YoY cash vs. equity mix | 2024 bonus materially reduced (-59.8% YoY) while equity grant value increased (+32.9% YoY), reflecting role transition and retention focus. |
| Senior Advisor terms | Adds fixed $800k salary and recurring $250k RS grant; reduces variable pay exposure going forward relative to prior COO role. |
| Change‑in‑control/severance | No longer a participant in the Executive Transition Plan as of Nov 1, 2024; thus legacy gross‑up features do not apply to him. |
Say‑on‑Pay & Shareholder Feedback (context)
- 2023 advisory vote support ~89%; next advisory vote in 2026, with triennial frequency supported by shareholders.
Governance Assessment
- Positives: Strong operational expertise and institutional knowledge; meaningful share ownership; hedging prohibited and pledging restricted; all committees are independent and McRoberts serves on none; director ownership guidelines in place with compliance/on‑track status.
- Risks/RED FLAGS: Not independent due to paid Senior Advisor role; discretionary bonus framework lacks explicit performance targets; dual‑class voting structure concentrates voting power at insiders (contextual governance consideration).
- Attendance/engagement: At least 75% meeting attendance in 2024 for all current directors; Lead Independent Director facilitates executive sessions.
- Conflicts/related parties: No related‑person transactions in 2024; Senior Advisor agreement disclosed with non‑compete/non‑solicit; no pledging by directors/executives.