Raymond Chess
RUSH ENTERPRISES INC \TX\About Raymond J. Chess
Raymond J. Chess is an independent director of Rush Enterprises (RUSHA), age 67, serving on the board since January 2014 (11 years of service as of April 2025). He is a former Global Vehicle Line Executive at General Motors, with deep commercial truck and crossover segment leadership, and currently serves as Chairman of the Board of Workhorse Group Inc., bringing EV commercial vehicle industry insight to RUSHA. His independence has been affirmatively determined under NASDAQ standards, and he met attendance expectations in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Co. | Global Vehicle Line Executive, crossover segment | 2009–2012 | Cross-functional general management of crossover market segment |
| General Motors Co. | Vehicle Line Executive for commercial truck segment | 2001–2009 | Manufacturer’s perspective on commercial truck industry |
| General Motors Co. | Various engineering and manufacturing leadership roles | 1980–2001 | Chief Manufacturing Engineer; General Superintendent for Manufacturing Engineering; Vehicle Line Director |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workhorse Group Inc. | Chairman of the Board | Current | Provides EV commercial vehicle industry insight to RUSHA |
Board Governance
- Independence: The Board determined Chess is independent under NASDAQ Global Select Market standards.
- Committee assignments (2024): Compensation and Human Capital Committee (member); Nominating and Governance Committee (member). He is not listed on the Audit Committee for 2024.
- Committee chairs: Not a chair; CHC chaired by William H. Cary; NGC chaired by Elaine Mendoza.
- Attendance/engagement: Each current director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting, with executive sessions of nonemployee directors at least twice annually.
- Lead Independent Director: William H. Cary designated as Lead Independent Director in February 2025, presiding over executive sessions.
- Ownership guidelines: Directors must hold stock equal to 5x annual cash retainer; as of December 31, 2024, each director was in compliance or on track.
- Hedging/pledging: Hedging is prohibited; pledging requires preapproval and is only granted under limited circumstances; no current pledging by directors.
- Related-party transactions: None in 2024; the Audit Committee reviews/approves any related-person transactions.
- Structural voting context: Dual-class structure (Class A: 1/20 vote; Class B: 1 vote) may draw negative proxy advisor recommendations (ISS/Glass Lewis) particularly toward the NGC chair; company articulates business rationale linked to dealer principal voting requirements.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer (2024) | $105,000 | Standard nonemployee director retainer |
| Committee chair fees (2024) | $0 | No chair roles for Chess |
| Cash elected in lieu of part of equity (2024) | $58,000 | Chess elected $58,000 cash and reduced share grant in 2024 |
| Total fees earned/paid in cash (2024) | $163,000 | Sum of $105,000 retainer + $58,000 cash election |
Performance Compensation
| Equity Grant (Class A) | Shares | Grant form | Aggregate Grant Date Fair Value |
|---|---|---|---|
| Annual director stock award (2024) | 1,938 | Outright grant (Class A Common Stock) | $86,997 |
- Vesting/performance metrics: Director equity is granted outright in Class A Common Stock; no performance-conditioned vesting metrics disclosed for directors.
Other Directorships & Interlocks
| Company | Relationship to RUSHA | Conflict/Interlock Notes |
|---|---|---|
| Workhorse Group Inc. (Chairman) | EV commercial vehicle manufacturer | No related-party transactions disclosed with RUSHA in 2024; Audit Committee policy in place. |
Expertise & Qualifications
- Commercial vehicle and OEM leadership: Extensive GM truck and crossover segment leadership; brings manufacturer perspective to dealer operations.
- EV/commercial vehicle insight: Workhorse chair role contributes perspective on electrification trends relevant to RUSHA customers and offerings.
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | % Total Voting Power |
|---|---|---|---|
| Class A Common Stock | 49,064 | <1% | <1% |
| Class B Common Stock | 0 | <1% | <1% |
| Pledged shares | None | — | Company states no directors are currently pledging stock |
| Ownership guideline status | In compliance/on track (company-wide disclosure as of 12/31/2024) | — | Directors required to hold 5x cash retainer |
Governance Assessment
- Board effectiveness: Chess strengthens board oversight on compensation and governance through service on CHC and NGC; independence affirmed; attendance standards met.
- Alignment: Director pay is modest and balanced between cash and equity; Chess elected to take $58,000 cash with reduced equity (1,938 Class A shares, $86,997 grant value), maintaining alignment but with slightly lower equity exposure relative to peers who took full shares.
- Conflicts: No related-party transactions in 2024; hedging prohibited; pledging tightly controlled and none currently in place—low conflict risk.
- Structural risk/RED FLAG: Dual-class voting structure continues to attract negative proxy advisor policies (ISS/Glass Lewis) aimed at companies with unequal voting rights; while not specific to Chess, his NGC membership situates him within governance oversight of a policy area under external scrutiny.
- Shareholder signals: Prior say-on-pay support at ~89% (2023) indicates general investor confidence in compensation governance; frequency set to triennial with next vote in 2026.